Common use of Corporation’s Covenants as to Issuance Clause in Contracts

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principles; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Transaction Documents; (c) to deliver to the Agents as many copies of the Documents as the Agents may reasonably request and such delivery shall constitute the Corporation's authorization for the Agents to use the Documents in connection with the Offering of the Offered Securities for sale in the Selling Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agents or any other investment dealers or brokers registered in the Selling Jurisdictions by way of the exemptions under Applicable Securities Laws as contemplated hereby; and (f) prior to the Closing Date and during the period from the effective date hereof until the completion of the distribution of the Units, to allow the Agents to conduct all due diligence which the Agents may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) fulfill the Agents' obligations as agents, and will provide to the Agents and their counsel and consultants reasonable access to the Corporation's properties, senior management personnel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers to answer any reasonable questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to have its auditors, legal counsel and independent engineers provide oral responses to such questions in advance of the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities Securities, Compensation Options, Compensation Securities, and Warrant Shares issuable on the exercise of the Warrants and the Compensation Warrants will be duly and validly createdauthorized, authorized allotted and reserved for issuance and, upon receipt of receiving full payment therefore shall consideration in money therefor, will, as applicable, be legal, valid issued as fully paid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesnon-assessable; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents and to duly, punctually and faithfully perform all the obligations to be performed by it and all of its covenants and agreements, under this Agreement and pursuant to the Transaction Documents; (c) Subscription Agreements, to deliver to the Agents as many Agent copies of the Documents as the Agents may reasonably request Subscription Agreements and such delivery shall constitute the Corporation's ’s authorization for of the Agents Agent to use the Documents Subscription Agreements in connection with the Offering offering of the Offered Securities for sale in the Selling Offering Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (ec) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, Securities to be offered for sale and sold on a private placement basis in the Selling Offering Jurisdictions through the Agents Agent or any other investment dealers or brokers registered registered, as applicable, in the Selling Offering Jurisdictions by way of the exemptions under Applicable Securities Laws as contemplated herebyLaws, subject to the filing of required documents and the payment of applicable fees, if any, after the Closing Date; (d) the Corporation will obtain, prior to the Closing Time, all necessary approvals of the Exchange for the issuance and listing on the Exchange of the FT Shares, Warrant Shares and Compensation Shares, respectively, subject only to filing of required documents and will comply with all requirements of the Exchange in connection with the issuance and listing of the FT Shares, Warrant Shares and Compensation Shares on the Exchange including filing of all necessary documentation in accordance with the requirements of the Exchange; and (fe) prior to during the period commencing on the date of this Agreement and ending on the day which is 120 days following the Closing Date (the “Lock-Up Period”), the Corporation will not, and during will cause its subsidiaries not to, directly or indirectly, without the period from the effective date hereof until the completion prior written consent of the distribution Agent, which consent will not be unreasonably withheld, directly or indirectly issue, sell, grant an option or right in respect of, or otherwise dispose or announce the offering of any equity or debt securities of the UnitsCorporation or any securities convertible into or exercisable or exchangeable for any equity or debt securities of the Corporation, to allow the Agents to conduct all due diligence which the Agents may reasonably require other than in order toconjunction with: (i) confirm the Public Record is accurategrant or exercise of stock options issued pursuant to the stock option plan approved by the Corporation’s shareholders, current and complete in all material respectsaccordance with the terms of such plan; and (ii) fulfill securities issued to third parties that are not affiliated with the Agents' obligations Corporation or any of its directors or officers as agents, and will provide to the Agents and their counsel and consultants reasonable access to the Corporation's properties, senior management personnel and corporate, financial and other records consideration for the purposes purchase of conducting such due diligence reviews. Without limiting assets or securities; (iii) the generality exercise of outstanding warrants; (iv) obligations of the foregoing, Corporation in respect of existing mineral property agreements and (v) the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers to answer any reasonable questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to have its auditors, legal counsel and independent engineers provide oral responses to such questions in advance of the Due Diligence SessionCompensation Options.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities Common Shares and Flow-Through Shares will be duly and validly created, authorized created and, upon receipt of full payment therefore shall be legaltherefore, valid issued as fully paid and binding obligations non- assessable; (b) to allot and authorize the issuance of the Corporation enforceable against Warrants and the Corporation Broker Warrants and to authorize and reserve for issuance the Underlying Shares and upon the due and proper exercise of the Warrants and Broker Warrants in accordance with their termsrespective terms and upon receipt of payment therefore, subject to applicable bankruptcy, insolvency or similar laws the Underlying Shares issued by the Corporation will be validly issued as fully-paid and general equitable principlesnon-assessable common shares; (bc) to comply with all covenants of the Corporation set forth in this Agreement Agreement, the Subscription Agreements, the Warrant Certificates and the Transaction Documents Broker Warrant Certificates and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement Agreement, the Subscription Agreements, the Warrant Certificates and the Transaction DocumentsBroker Warrant Certificates, including, without limitation, all covenants and agreements of the Corporation relating to or in respect of the incurring and renouncing of Qualifying Expenditures to Flow-Through Subscribers and all reporting obligations relating thereto; (cd) to deliver to the Agents as many copies of the Documents as the Agents may reasonably request and such delivery shall constitute the Corporation's authorization for of the Agents to use the Documents in connection with the Offering offering of the Offered Securities for sale in the Selling Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to comply with such requirements of Applicable Securities Laws to enable the Units, including the Offered Securities, Securities to be offered for sale and sold on a private placement basis to the public in the Selling Jurisdictions through the Agents or any other investment dealers or brokers duly registered in any of the Selling Jurisdictions by way of the exemptions under Applicable Securities Laws of each of the Selling Jurisdictions as contemplated hereby; and (f) prior to the Closing Date Time and during the period from the effective date hereof until the completion of the distribution of the UnitsOffered Securities, to allow the Agents to conduct all due diligence which the Agents may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) to fulfill the Agents' obligations as agents, and and, without limiting the scope of the due diligence inquiries the Agents may conduct, will provide to the Agents and their counsel and consultants reasonable access to the Corporation's properties, senior management personnel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, the Corporation shall make available its directors, directors and senior management, auditors, legal counsel and independent engineers management to answer any reasonable questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral written responses to such questions and shall use its commercially reasonable best efforts to have its auditorsauditors and other professional consultants, legal counsel and independent engineers if any, provide oral written responses to such questions in advance of the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities Flow-Through Shares will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesissued; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents Subscription Agreements, and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Transaction DocumentsSubscription Agreements; (c) to deliver to the Agents Underwriter as many copies of the Documents documents contained in the Public Record as the Agents Underwriter may reasonably request request, and such delivery shall constitute the Corporation's ’s authorization for of the Agents Underwriter to use the Documents documents in connection with the Offering offering of the Offered Securities Flow-Through Shares for sale in the Selling Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, Flow-Through Shares to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agents Underwriter or any other investment dealers or brokers registered in member of the Selling Jurisdictions Dealer Group by way of the exemptions under Applicable Securities Laws of the Selling Jurisdictions and the United States as contemplated hereby; and (fe) prior to the Closing Date Date, will make available to the Underwriter and during its counsel all corporate, business and operating records, and financial information, including the period from most up to date forecast and technical reports. In addition, the effective date hereof until the completion Corporation will provide access to key officers, consultants and outside advisors in order to permit a complete due diligence investigation of the distribution business and affairs of the Units, Corporation. All such records and information will be kept confidential and used by the Underwriter only in connection with the Offering. The Corporation agrees to allow the Agents Underwriter and its representatives to conduct all due diligence investigations which the Agents they may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) fulfill the Agents' to fulfil their obligations as agents, and will provide underwriter. This Agreement shall be conditional on these investigations not revealing any material information or fact which is not generally known to the Agents and their counsel and consultants reasonable access to public which might, in the Corporation's propertiesUnderwriter’s sole opinion, senior management personnel and corporate, financial and other records for adversely affect the purposes of conducting such due diligence reviews. Without limiting the generality value or market price of the foregoing, Offered Securities or the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers to answer any reasonable questions which the Agents may have and to participate in one investment qualities or more due diligence sessions to be held prior to the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to have its auditors, legal counsel and independent engineers provide oral responses to such questions in advance marketability of the Due Diligence SessionOffered Securities.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities Flow-Through Shares will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesissued; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents Subscription Agreements, and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Transaction DocumentsSubscription Agreements; (c) to deliver to the Agents Underwriter as many copies of the Documents documents contained in the Public Record as the Agents Underwriter may reasonably request request, and such delivery shall constitute the Corporation's ’s authorization for of the Agents Underwriter to use the Documents documents in connection with the Offering offering of the Offered Securities Flow-Through Shares for sale in the Selling Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, Flow-Through Shares to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agents Underwriter or any other investment dealers or brokers registered in member of the Selling Jurisdictions Dealer Group by way of the exemptions under Applicable Securities Laws of the Selling Jurisdictions and the United States as contemplated hereby; and (fe) prior to the Closing Date and during the period from the effective date hereof until the completion of the distribution of the UnitsDate, to allow the Agents Underwriter to conduct all due diligence which the Agents Underwriter may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) fulfill the Agents' Underwriter’s obligations as agentsagent, and will provide to the Agents Underwriter and their its counsel and consultants reasonable access to the Corporation's ’s properties, senior management personnel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, auditorsaudit committee, legal counsel auditors (including of any predecessor entity or business) and independent engineers (including of any predecessor entity or business) to answer any reasonable questions which the Agents Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "“Due Diligence Session"”). The Agents Underwriter shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall use its reasonable best efforts to provide oral written responses to such questions and shall use its commercially reasonable best efforts to have its auditors, legal counsel auditors and independent engineers provide oral written responses to such questions in advance of the Due Diligence Session. In any event, the Corporation will provide oral responses to all such questions in the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principles; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Transaction Documents; (c) to deliver to the Agents as many copies of the Documents as the Agents may reasonably request and such delivery shall constitute the Corporation's authorization for the Agents to use the Documents in connection with the Offering of the Offered Securities for sale in the Selling Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered SecuritiesSecurities and the Broker Warrants; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agents or any other investment dealers or brokers registered in the Selling Jurisdictions by way of the exemptions under Applicable Securities Laws as contemplated hereby; and (f) prior to the Closing Date and during the period from the effective date hereof until the completion of the distribution of the Units, to allow the Agents to conduct all due diligence which the Agents may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) fulfill the Agents' obligations as agents, and will provide to the Agents and their counsel and consultants reasonable access to the Corporation's properties, senior management personnel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers to answer any reasonable questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to have its auditors, legal counsel and independent engineers provide oral responses to such questions in advance of the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that at each Closing Time, the Offered Securities will be duly and validly created, authorized andallotted, reserved and authorized, and upon receipt of receiving full payment therefore shall therefor will be legal, valid issued as fully paid and binding obligations non-assessable shares of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesCorporation; (b) to grant the Over-Allotment Option to the Agent; (c) to enter into the Agent’s Warrants substantially in the form provided in Schedule “A“ hereto and grant the Agent’s Warrants in accordance with paragraph 9; (d) at each Closing Time, the form and terms of the definitive certificates representing the Offered Securities will have been approved and adopted by the Corporation and comply with all covenants corporate, legal and, in respect of the Corporation set forth in this Agreement form of Common Shares and the Transaction Documents and OTCBB requirements relating thereto; (e) to duly, duly punctually and faithfully perform and comply with all the obligations to be performed by it it, and all of its covenants and agreements, under and pursuant to this Agreement Agreement, the Subscription Agreements and the Transaction DocumentsAgent’s Warrants, including, without limitation, all covenants and agreements of the Corporation relating to or in respect of the incurring and renouncing of Qualifying Expenditures to Subscribers for Flow-Through Shares and all reporting obligations relating thereto; (c) to deliver to the Agents as many copies of the Documents as the Agents may reasonably request and such delivery shall constitute the Corporation's authorization for the Agents to use the Documents in connection with the Offering of the Offered Securities for sale in the Selling Jurisdictions; (df) to file all necessary forms and reports in connection with the issuance of the Offered Securities hereunder with the appropriate Securities Commissions and other regulatory authorities, including those regulatory authorities in the United States as applicable, such that the resale of the Offered Securities and the Common Shares issuable upon exercise of the Agent’s Warrants shall be subject to no greater than a four month and a day hold period under the Resale Rules in Canada (including the filing thereof on SEDAR); (g) to use its best commercial efforts to ensure that by December 29, 2007 it will have obtained listing of the Common Shares on the Exchange, including filing of all necessary documentation in accordance with the requirements of the Exchange in connection with the issuance listing and posting for trade of the Offered Securities and the Common Shares issuable upon exercise of the Agent’s Warrants on the Exchange; (h) that should it fail to have its Common Shares (including the Offered Securities and the Common Shares issuable upon exercise of the Agent’s Warrants) listed and posted for trading on the Exchange by December 29, 2007, the Corporation shall pay to the Subscribers, a cash penalty on a pro-rata basis equal to 2% of the aggregate proceeds raised pursuant to the offering of Offered Securities (the “Cash Penalty”). At the end of each 30-day period subsequent to December 29, 2007, if the Common Shares (including the Offered Securities and the Common Shares issuable upon exercise of the Agent’s Warrants) are not listed and posted for trading on the Exchange, then the Corporation agrees to again pay the Cash Penalty by paying to the Subscribers, cash on a pro-rata basis equal to 2% of the aggregate number of Offered Securities issued pursuant to the offering of Offered Securities; (ei) as soon as reasonably possibleto allow the Agent, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agents or any other investment dealers or brokers registered in the Selling Jurisdictions by way of the exemptions under Applicable Securities Laws as contemplated hereby; and (f) prior to the each Closing Date Time and during the period from the effective date hereof until the completion of the distribution of the UnitsOffered Securities, to allow the Agents to conduct all due diligence which the Agents Agent may reasonably require in order to: (i) confirm the Public Record is accurate, complete and current and complete in all material respects; and (ii) fulfill the Agents' Agent’s obligations as agents, and will provide to the Agents and their counsel and consultants reasonable access to the Corporation's properties, senior management personnel and corporate, financial and other records for the purposes of conducting such due diligence reviewsregistrants. Without limiting the generality of the foregoing, the Corporation shall shall, on reasonable notice, make available its directors, directors and senior management, management and request that its auditors, legal counsel and independent engineers (if applicable) be available to answer any reasonable questions which the Agents Agent may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "“Due Diligence Session"”). The Agents Agent shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to provide and to have its auditors, legal counsel and independent engineers (if applicable) provide oral written responses to such questions in advance of the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesissued; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents Subscription Agreements and the Compensation Options, and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Transaction DocumentsSubscription Agreements and the Compensation Options; (c) to deliver to the Agents Underwriters as many copies of the Documents documents contained in the Public Record as the Agents Underwriters may reasonably request request, and such delivery shall constitute the Corporation's ’s authorization for of the Agents Underwriters to use the Documents documents in connection with the Offering offering of the Offered Securities for sale in the Selling Offering Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, Securities to be offered for sale and sold on a private placement basis in the Selling Offering Jurisdictions through the Agents Underwriters or any other investment dealers or brokers registered in member of the Selling Jurisdictions Dealer Group by way of the exemptions under Applicable Securities Laws of the Offering Jurisdictions and the United States as contemplated hereby; (e) prior to the Closing Date, will make available to the Underwriters, their counsel and their other professional advisors all corporate, business and operating records, and financial information, including the most up to date forecast and technical reports. In addition, the Corporation will provide access to its senior management, independent engineers and auditors in order to permit a complete due diligence investigation of the business and affairs of the Corporation. All such records and information will be kept confidential and used by the Underwriters only in connection with the Offering. The Corporation agrees to allow the Underwriters and each of their representatives to conduct due diligence investigations which they may reasonably require in order to fulfill their obligations as underwriters. This Agreement shall be conditional on these investigations not revealing any material information or fact which is not generally known to the public which might, in the Underwriters’ sole opinion, adversely affect the value or market price of the Offered Securities or the investment qualities or marketability of the Offered Securities; and (f) prior to the Closing Date and during the period from the effective date hereof until the completion of the distribution of the Units, undertake to allow the Agents do all such things as are necessary to conduct all due diligence which the Agents may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) fulfill the Agents' obligations as agents, and will provide to the Agents and their counsel and consultants reasonable access to enable the Corporation's properties, senior management personnel auditors to attend and corporate, financial and other records for the purposes of conducting such participate in any due diligence reviews. Without limiting teleconference or meeting, including, if necessary, retaining at the generality Corporation's expense, the Corporation's auditors to conduct a review of the foregoingunaudited interim financial statements of the Corporation, and the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers review of any such other materials deemed necessary by the Corporation's auditors to answer enable their participation in any reasonable questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to teleconference or meeting requested by the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to have its auditors, legal counsel and independent engineers provide oral responses to such questions in advance of the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation covenants and agrees: (a) that the Offered Securities will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legaltherefor, valid issued as fully-paid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesnon-assessable; (b) to comply with all covenants of the Corporation set forth in this Agreement Agreement, the Warrant Indenture, the Warrant Certificates and the Transaction Documents Subscription Agreements, and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement Agreement, the Warrant Indenture, the Warrant Certificates and the Transaction DocumentsSubscription Agreements; (c) to deliver to the Agents Agent as many copies of the Documents as the Agents Agent may reasonably request and such delivery shall constitute the Corporation's ’s authorization for of the Agents Agent to use the Documents in connection with the Offering offering of the Offered Securities for sale in the Selling Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions Commissions, the SEC, the Exchange and other regulatory authorities Governmental Authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, Securities to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agents Agent or any other investment dealers or brokers registered in member of the Selling Jurisdictions by way of the exemptions under Applicable Securities Laws as contemplated herebyDealer Group; and (f) prior to the Closing Date and during the period from the effective date hereof until the completion of the distribution of the UnitsDate, to allow the Agents Agent to conduct all due diligence which the Agents Agent may reasonably require in order to: : (i) confirm the Public Record is accurate, current and complete in all material respects; and and (ii) fulfill the Agents' Agent’s obligations as agentsagent, and will provide to the Agents Agent and their the Agent’s counsel and consultants reasonable access to the Corporation's ’s properties, senior management personnel and corporate, financial and other records for the purposes of conducting such due diligence reviews. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers audit committee, to answer any reasonable questions which the Agents Agent may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the "Due Diligence Session"). The Agents Agent shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral written responses to such questions and shall use its commercially reasonable commercial efforts to have its auditorslegal counsel, legal counsel auditors and independent engineers provide oral written responses to such questions in advance of the Due Diligence Session.

Corporation’s Covenants as to Issuance. The Corporation agrees: (a) that the Offered Securities will be duly and validly created, authorized and, upon receipt of full payment therefore shall be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principlesissued; (b) to comply with all covenants of the Corporation set forth in this Agreement and the Transaction Documents Subscription Agreements and the Compensation Options, and to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Transaction DocumentsSubscription Agreements and the Compensation Options; (c) to deliver to the Agents Underwriters as many copies of the Documents documents contained in the Public Record as the Agents Underwriters may reasonably request request, and such delivery shall constitute the Corporation's ’s authorization for of the Agents Underwriters to use the Documents documents in connection with the Offering offering of the Offered Securities for sale in the Selling Offering Jurisdictions; (d) to file all necessary forms and reports with the appropriate Securities Commissions and other regulatory authorities in connection with the issuance of the Offered Securities; (e) as soon as reasonably possible, and in any event by the Closing Date, to take all such steps as may reasonably be necessary to enable the Units, including the Offered Securities, Securities to be offered for sale and sold on a private placement basis in the Selling Offering Jurisdictions through the Agents Underwriters or any other investment dealers or brokers registered in member of the Selling Jurisdictions Dealer Group by way of the exemptions under Applicable Securities Laws of the Offering Jurisdictions and the United States as contemplated hereby; (e) prior to the Closing Date, will make available to the Underwriters, their counsel and their other professional advisors all corporate, business and operating records, and financial information, including the most up to date forecast and technical reports. In addition, the Corporation will provide access to its senior management, independent engineers and auditors in order to permit a complete due diligence investigation of the business and affairs of the Corporation. All such records and information will be kept confidential and used by the Underwriters only in connection with the Offering. The Corporation agrees to allow the Underwriters and their representatives to conduct due diligence investigations which they may reasonably require in order to fulfill their obligations as underwriters. This Agreement shall be conditional on these investigations not revealing any material information or fact which is not generally known to the public which might, in the Underwriters’ sole opinion, adversely affect the value or market price of the Offered Securities or the investment qualities or marketability of the Offered Securities; and (f) prior to the Closing Date and during the period from the effective date hereof until the completion of the distribution of the Units, undertake to allow the Agents do all such things as are necessary to conduct all due diligence which the Agents may reasonably require in order to: (i) confirm the Public Record is accurate, current and complete in all material respects; and (ii) fulfill the Agents' obligations as agents, and will provide to the Agents and their counsel and consultants reasonable access to enable the Corporation's properties, senior management personnel auditors to attend and corporate, financial and other records for the purposes of conducting such participate in any due diligence reviews. Without limiting teleconference or meeting, including, if necessary, retaining at the generality Corporation's expense, the Corporation's auditors to conduct a review of the foregoingunaudited interim financial statements of the Corporation, and the Corporation shall make available its directors, senior management, auditors, legal counsel and independent engineers review of any such other materials deemed necessary by the Corporation's auditors to answer enable their participation in any reasonable questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to teleconference or meeting requested by the Closing Time (collectively, the "Due Diligence Session"). The Agents shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide oral responses to such questions and shall use its commercially reasonable efforts to have its auditors, legal counsel and independent engineers provide oral responses to such questions in advance of the Due Diligence Session.