Common use of Deliveries on Filing and Related Matters Clause in Contracts

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a one or more “long form” comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor auditors of the Company and former auditors of the Company and with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company Company, contained or incorporated by reference in the Prospectus, which letter letters shall be based on a review by such auditors within a cut-off date of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) as soon as possible after the Preliminary Prospectus, the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (v) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrants, the Warrant Shares issuable in connection with the Offering, and the Compensation Shares underlying the Compensation Options, has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company (the “Standard Listing Conditions”); and (vvi) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company Corporation shall deliver to each of the UnderwritersAgent: (i) concurrently with prior to the time of filing of each of the Preliminary Prospectus and the Prospectus, as the case may bethereof, a copy of each the Prospectus Supplement manually signed on behalf of the Preliminary Prospectus and ProspectusCorporation, as the case may be, signed by the Company persons and in the form signed and certified as required by Applicable Canadian Securities Laws; (ii) concurrently with prior to the time of filing thereof, a copy of any Supplementary Material Material, or other document required to be filed with or delivered to, the Canadian Securities Commissions by the Company Corporation under Canadian Securities Laws in compliance connection with Applicable the Offering, including any Documents Incorporated by Reference (other than documents already filed publicly with a Canadian Securities LawsCommission); (iii) concurrently with the filing of the Prospectus Supplement with the Canadian Securities Commissions, a “long long-form” comfort letter of KPMG LLP dated the date of the ProspectusProspectus Supplement (with the requisite procedures to be completed by such auditor within two Business Days of the date of such letter), in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors and officers of the Company from the current auditor of the Company Corporation, with respect to the Financial Statements, and other certain financial and accounting information relating to the Company contained or incorporated by reference in the ProspectusProspectus Supplement, which letter shall be based on a review including all Documents Incorporated by such auditors within a cut-off date of not more than two Business Days prior to the date of the letterReference, which letter shall be in addition to any auditors’ consent letters addressed to the Securities Commissions auditor’s report incorporated by reference in the Qualifying Jurisdictions;Prospectus; and (iv) prior to the time of filing the Prospectus Supplement, a copy of the Prospectus with TSXV conditional approval letter indicating that the Securities Commissions, copies of correspondence demonstrating that application for the listing and posting for trading on the TSX TSXV of the Common Shares and Warrant Shares issuable upon the exercise of the Warrants, subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing as specified by the TSXV. (b) Such deliveries shall also constitute the Corporation’s consent to the Agent’s and any Selling Firm’s use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Applicable Canadian Securities Laws. (c) The Corporation represents and warrants to the Agent with respect to the Offering Documents that as at their respective dates of delivery: (i) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Agent and furnished by it specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Securities, as required by Canadian Securities Laws; (ii) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Agent and furnished by it specifically for use in a Prospectus) has been approved subject only omitted therefrom which is required to be stated in such disclosure or is necessary to make the satisfaction by the Company of statements or information contained in such customary and standard post-closing conditions imposed by the TSX disclosure not misleading in similar circumstances and set forth in a letter light of the TSX addressed to the Company (the “Standard Listing Conditions”)circumstances under which they were made; and (viii) copies of all other documents resulting or related except with respect to information and statements relating solely to the Company taking all other steps Agent and proceedings that may be necessary furnished by it specifically for use in order to qualify the Offered Shares for distribution in each Prospectus and the Offering Documents, the Offering Documents comply fully with the requirements of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Canadian Securities Laws. (d) The Corporation shall cause commercial copies of the Prospectus and the U.S. Private Placement Memorandum to be delivered to the Agent without charge, in such quantities and in such cities as the Agent may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Canadian Securities Commissions, but, in any event on or before noon (in the city to which such materials are to be delivered) on the second Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Agent’s and any

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a one or more “long form” comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor auditors of the Company and GTI with respect to the Financial Statements and the GTI Financial Statements, and other financial and accounting information relating to the Company and GTI Entities contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) as soon as possible after the Preliminary Prospectus, the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (v) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares has been approved subject only to the satisfaction applied for by the Company of such customary and standard post-closing conditions imposed by in accordance with the TSX in similar circumstances and set forth in a letter requirements of the TSX addressed to the Company (the “Standard Listing Conditions”)CSE; and (vvi) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgent: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required prior to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “"long form” " comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from the current auditor of the Company Company's Auditors with respect to the Financial Statements, and other financial and accounting information relating to the Company contained or incorporated by reference in the Final Prospectus, which letter shall be based on a review by such auditors the Company's Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ ' consent letters letter or comfort letter addressed to the Canadian Securities Commissions in the Qualifying Jurisdictions;Regulators; and (ivii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, copies of correspondence demonstrating indicating that Form 8 – Notice of Prospectus Offering of the CSE related to the Offering has been posted on the CSE Portal and that the listing and posting for trading on the TSX requirements of Section 4 of Policy 6 – Distribution of the Offered CSE have been satisfied in connection with the listing of the Unit Shares, Warrant Shares has been approved and Agent's Warrant Shares, subject only to the satisfaction by the Company of such customary and standard post-post- closing conditions requirements imposed by the TSX in similar circumstances and set forth in a letter CSE (collectively, the "Standard CSE Requirements"). (b) During the distribution of the TSX addressed Offered Units: (i) the Company and the Agent shall approve in writing a template version of any Marketing Materials or Standard Term Sheets reasonably requested to be provided by the Agent to any potential investor of Offered Units, such Marketing Materials and Standard Term Sheets to comply with Securities Laws. The Company shall file a template version of any such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Company and the Agent, and in any event on or before the day such Marketing Materials are first provided to any potential investor of Offered Units, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version of any Marketing Materials in respect of the Offering, in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Company. The Company (shall prepare and file with the “Standard Listing Conditions”)Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Units where required under Securities Laws; and (vii) the Company and the Agent covenant and agree: (A) not to provide any potential investor of Offered Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Company with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Units or the Company other than: (a) such Marketing Materials that have been approved and filed in accordance with this Section 4(b); (b) the Amended and Restated Preliminary Prospectus, the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Company and the Agent. (c) The Company shall also prepare and deliver promptly to the Agent signed copies of all other documents resulting Supplementary Material required to be filed by the Company in compliance with Securities Laws. (d) Delivery of the Offering Documents by the Company shall constitute the representation and warranty of the Company to the Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent in writing) contained in the Amended and Restated Preliminary Prospectus, Preliminary Prospectus or related the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Agent and provided by the Agent in writing, such documents comply in all material respects with the requirements of Securities Laws. Such deliveries shall also constitute the Company's consent to the Agent's use of the Offering Documents in connection with the distribution of the Offered Units in the Qualifying Jurisdictions. (e) The Company shall cause commercial copies of the Final Prospectus, the U.S. Private Placement Memorandum and any Supplementary Material to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material. (f) Subject to compliance with Securities Laws in the Qualifying Jurisdictions, during the period commencing on the date hereof and until completion of the distribution of the Offered Units, the Company will promptly provide the Agent with drafts of any press releases of the Company for review prior to issuance and shall obtain the prior approval of the Agent as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws or any applicable United States securities laws or regulation, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on the face page substantially as follows: "Not for distribution to the United States news wire services, or dissemination in each the United States", and shall include substantially the following language: "This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Qualifying Jurisdictions by securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the Underwriters United States Securities Act of 1933, as amended, and other persons who are registered may not be offered or sold in a category permitting them to distribute the Offered Shares under Applicable United States absent registration or an applicable exemption from the registration requirements of the United States Securities LawsAct of 1933, as amended, and applicable state securities laws."

Deliveries on Filing and Related Matters. (a1) The Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (ia) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (iib) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiic) concurrently with the filing of the Prospectus with the Securities Commissions, a one or more “long form” comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor of the Company Company, Xxxxxx LLP, from MNP LLP and from FGMK LLC with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the ProspectusCompany, which letter letters shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivd) as soon as possible after the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (e) prior to Closing, written evidence from the filing CSE that conditional approval of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Shares, the Warrants and the Warrant Shares issuable pursuant to the Offering has been approved granted by the CSE, subject only to the satisfaction by the Company of such certain usual and customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (vf) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall Corporation will deliver to each of the Underwriters: (i) concurrently with at or before the filing of each of the Preliminary Prospectus and the Prospectus, as the case may beClosing Time, a copy of each of the Preliminary Prospectus Supplement in the English language signed and Prospectuscertified, as the case may beapplicable, signed by the Company Corporation as required by Applicable applicable Securities LawsLaws in the Qualifying Jurisdictions; (ii) concurrently with at or before the filing thereofClosing Time, a copy of any Supplementary Material other document required to be filed by the Company Corporation under applicable Securities Laws of the Qualifying Jurisdictions in compliance with Applicable Securities Laws; (iii) concurrently connection with the filing of the Prospectus with the Securities Commissions, Supplement; (iii) a “long long-form” comfort letter dated the date of the ProspectusProspectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company Corporation from the current auditor of the Company Corporation’s Auditors with respect to the Financial Statements, and other financial and accounting information relating to the Company Information contained or incorporated by reference in the ProspectusProspectus Supplement, which letter shall be based on a review by such auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall will be in addition to any the auditors’ reports incorporated by reference in the Prospectus Supplement and the consent letters letter of the Corporation’s Auditors addressed to the Canadian Securities Commissions in the Qualifying JurisdictionsRegulators; (iv) as soon as practicable after the Prospectus Supplement and any Supplementary Material are prepared, if requested by the Underwriters, the U.S. Private Placement Memorandum and any amendments thereto; and (v) prior to the filing of the Prospectus Supplement with the Canadian Securities CommissionsRegulators, copies of correspondence demonstrating indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Unit Shares, the Warrants and the Underlying Shares has been approved approved, subject only to the satisfaction by the Company Corporation of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter CSE, including meeting the minimum distribution requirements of the TSX addressed to CSE in respect of the Company Unit Shares and the Warrants (the “Standard Listing Conditions”); and. (vb) The Corporation will also prepare and deliver promptly to the Underwriters signed copies of all other documents resulting Supplementary Material. Concurrently with the delivery of any Supplementary Material or related the incorporation by reference in the Offering Documents of any Subsequent Disclosure Document, the Corporation will deliver to the Company taking all other steps and proceedings Underwriters, with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that may be necessary referred to in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Lawssubsection 5(a)(iii) hereof.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersUnderwriter: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may beSupplement, a copy of each of the Preliminary Final Base Shelf Prospectus and Prospectus, as the case may beProspectus Supplement, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, a “long form” comfort letter dated the date of the ProspectusProspectus Supplement, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date of not more than two (2) Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) prior to promptly following the filing of the Prospectus Supplement with the Securities CommissionsCommissions and the U.S. Prospectus Supplement with the SEC, copies of correspondence demonstrating that the listing and posting for trading on the TSX of Company has applied to list the Offered Shares has been approved subject only to on the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”)TSX; and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters Underwriter and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus, preliminary Private Placement Memorandum, Prospectus and Prospectusfinal Private Placement Memorandum, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor of the Company Company, MNP LLP, with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. ‌ (a) The Company shall deliver to each of the UnderwritersAgent: (i) on the date hereof, a copy of the Preliminary Prospectus and the Prospectus signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing of each of the Preliminary Prospectus Amended and the Restated Prospectus, as the case may be, a copy of each of the Preliminary Prospectus Amended and Restated Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (iiiii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiiiv) concurrently with the filing of the Amended and Restated Prospectus with the Securities Commissions, a “long form” comfort letter letters dated the date of the Amended and Restated Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from (A) the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Amended and Restated Prospectus, and (B) the auditors that audited the financial statements‌ contained in the Business Acquisition Report, which letter letters shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivv) as soon as possible after the Amended and Restated Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (vi) prior to the filing of the Prospectus with the Securities CommissionsClosing, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrant Shares and the Warrants has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company Company, if any, and the CSE’s policies (the “Standard Listing Conditions”); andand‌ (vvii) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Agent and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a one or more “long form” comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor auditors of the Company and with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company Company, contained or incorporated by reference in the Prospectus, which letter letters shall be based on a review by such auditors within a cut-off date of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) as soon as possible after the Preliminary Prospectus, the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (v) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrants, the Warrant Shares issuable in connection with the Offering, and the Compensation Shares underlying the Compensation Options, has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company (the “Standard Listing Conditions”); and (vvi) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. ‌ (a1) The Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (ia) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (iib) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiic) concurrently with the filing of the Prospectus with the Securities Commissions, a one or more “long form” comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor of the Company Company, Xxxxxx LLP, from MNP LLP and from FGMK LLC with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the ProspectusCompany, which letter letters shall be based on a review by such auditors within a a‌ cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivd) as soon as possible after the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (e) prior to Closing, written evidence from the filing CSE that conditional approval of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Shares, the Warrants and the Warrant Shares issuable pursuant to the Offering has been approved granted by the CSE, subject only to the satisfaction by the Company of such certain usual and customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); andand‌ (vf) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersUnderwriter: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and ProspectusProspectus (in both the English and French languages), as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material (in both the English and French languages) required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Prospectus, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) concurrently with the filing of each of the Preliminary Prospectus, the Prospectus and any Supplementary Material: A. an opinion of counsel to the Company in Québec, dated the date of the Preliminary Prospectus, the Prospectus or Supplementary Material, as applicable, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, to the effect that the French language version of the Preliminary Prospectus, the Prospectus or the Supplementary Material (including, for greater certainty, the documents incorporated by reference therein, except in the case of the Preliminary Prospectus, pursuant to the terms of an exemption from the French translation thereof granted to the Company by the Autorité des marchés financiers du Québec), as applicable, except for the Financial Information as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof; and B. an opinion from the current auditor of the Company (or another Canadian auditing firm) only with respect to the Financial Information translated by it, dated the date of the Preliminary Prospectus, the Prospectus or Supplementary Material, as applicable, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, to the effect that the French language version of the Financial Information and the remaining financial data upon which auditors usually opine included in the Preliminary Prospectus, the Prospectus or the Supplementary Material (including, for greater certainty, the documents incorporated by reference therein, except in the case of the Preliminary Prospectus, pursuant to the terms of an exemption from the French translation thereof granted to the Company by the Autorité des marchés financiers du Québec), as applicable, is in all material respects, a complete and proper translation of the English language version thereof (or wording having similar effect); (v) as soon as possible after the Preliminary Prospectus, the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (vi) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (vvii) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters Underwriter and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus PreliminaryrosPpectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Supplnetmaery Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Prospectus, in form R Q H R U P R U H ³ O R Q J I R U P ´ F R P I R U W O H W oWrmH U V G D W and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor auditors of the Company and former auditors of the Company and with respect to the Financial Statements, Statements and other financial othefrinancial and accounting information relating to the Company Company, contained or incorporated by reference in the Prospectus, which letter letters shall be based on a review by such auditors within a cut-off date -aofcf udtate of not more than two Business Days prior to the date of the lettertohfe letters, which letter letters shall be in addition to any auditors’ consent letters addressed to the Securities D G G L W L R Q W R D Q \ D X G L W R U V ¶ F R P I R U W D Q G F R Q V Commissions in the Qualifying Jurisdictions; (iv) as soon as possible after the Preliminary Prospectus, the Prospectus and any Supplementayr Memorandum; Material are prepared, copies of the U.S. Placement (v) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrantsh,e Warrant Shares issuable in connection with the Offering, and the Compensation Shares underlying the Compensation Options, has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar CSsiEminlar circumstances and set forth in a letter of the TSX addressed to the Company Listing Conditions ´ D Q G (the “Standard Listing Conditions”); and (vvi) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order necessaorydeinr to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the #3518085v6 Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgents: (i) concurrently with the filing of each of the Preliminary Prospectus and the Final Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Final Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Final Prospectus, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions;Jurisdictions;‌ (iv) prior to the filing of the Final Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Agents and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws. (b) If applicable, the Company shall also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation or deemed incorporation by reference in the Final Prospectus of any Subsequent Disclosure Document, the Company shall deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter from the Company’s current auditor and opinions substantially similar to the letters and opinions referred to in Section 5(a)(iii). (c) Each delivery to any Agent of any Offering Document by the Company shall constitute the representation and warranty of the Company to the Agents that: (i) all information and statements (except for the Agents’ Information) contained and incorporated by reference in such Offering Documents, are, at their respective dates, and, if applicable, the respective dates of filing, of such Offering Documents, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis) and the Offered Units, Shares and Warrants as required by Applicable Securities Laws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Agents’ Information) has been omitted from any Offering Document which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) each of such Offering Documents complies with the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Agents and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement. (d) The Company will cause to be delivered to the Agents, at those delivery points as the Agents reasonably request, as soon as possible and in any event no later than 12:00 noon (Toronto time) on the next Business Day (or by 12:00 noon (Toronto time) on the second Business Day for deliveries outside of Toronto), in each case following the day on which the Company has obtained the Final Receipt for the Final Prospectus, and thereafter from time to time during the distribution of the Offered Units, as many commercial copies of the Preliminary Prospectus and/or the Final Prospectus, as applicable, as the Agents may reasonably request. Each delivery of any of the Offering Documents will have constituted or will constitute, as the case may be, consent of the Company to the use by the Agents and any Selling Firms of those documents in connection with the distribution and sale of the Offered Units in all of the Qualifying Jurisdictions. (e) Neither the Company, nor the Agents, shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable laws or stock exchange rules. For greater certainty, during the period commencing on the date hereof and until completion of the distribution of the Offered Units, the Company will promptly provide to the Agents drafts of any press releases of the Company for review and comment by the Agents and the Agents’ counsel prior to issuance, provided that any such review will be completed in a timely manner, and the Company will incorporate in such press releases all reasonable comments of the Agents. Any such press release shall contain a legend in substantially the following form and comply with Rule 135e under the U.S. Securities Act: “NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.” (f) In connection with any marketing materials: (i) each of the Company and the Agents have approved in writing the marketing materials, the Company has filed the marketing materials with the Securities Commissions and the Company has incorporated by reference into the Final Prospectus the marketing materials, all in accordance with Applicable Securities Laws; (ii) during and prior to the completion of the period of distribution, the Company and the Agents will not provide any potential investor of Offered Units with any marketing materials except for the marketing materials and such other marketing materials that comply with Applicable Securities Laws and the versions (or template versions) of which have been approved in writing by each of the Company and the Agent; and (iii) during and prior to the completion of the period of distribution, in addition to the marketing materials, the Company will cooperate with and assist, acting reasonably, the Agents in preparing and approving in writing the versions (or template versions) of any other marketing materials to be used by the Agents in connection with the Offering and will file with and deliver to the Securities Commissions such versions (or template versions) as may be required by Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgent: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required prior to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “"long form” " comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from the current auditor of the Company Company's Auditors with respect to the Financial Statements, and other financial and accounting information relating to the Company contained or incorporated by reference in the Final Prospectus, which letter shall be based on a review by such auditors the Company's Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ ' consent letters letter or comfort letter addressed to the Canadian Securities Commissions in the Qualifying Jurisdictions;Regulators; and (ivii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, copies of correspondence demonstrating indicating that Form 8 - Notice of Prospectus Offering of the CSE related to the Offering has been posted on the CSE Portal and that the listing and posting for trading on the TSX requirements of Section 4 of Policy 6 - Distribution of the Offered CSE have been satisfied in connection with the listing of the Unit Shares, Warrant Shares has been approved and Agent's Warrant Shares, subject only to the satisfaction by the Company of such customary and standard post-closing conditions requirements imposed by the TSX in similar circumstances and set forth in a letter CSE (collectively, the "Standard CSE Requirements"). (b) During the distribution of the TSX addressed Offered Units: (i) the Company and the Agent shall approve in writing a template version of any Marketing Materials or Standard Term Sheets reasonably requested to be provided by the Agent to any potential investor of Offered Units, such Marketing Materials and Standard Term Sheets to comply with Securities Laws. The Company shall file a template version of any such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Company and the Agent, and in any event on or before the day such Marketing Materials are first provided to any potential investor of Offered Units, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version of any Marketing Materials in respect of the Offering, in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Company. The Company (shall prepare and file with the “Standard Listing Conditions”)Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Units where required under Securities Laws; and (vii) the Company and the Agent covenant and agree: (A) not to provide any potential investor of Offered Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Company with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Units or the Company other than: (a) such Marketing Materials that have been approved and filed in accordance with this Section 4(b); (b) the Amended and Restated Preliminary Prospectus, the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Company and the Agent. (c) The Company shall also prepare and deliver promptly to the Agent signed copies of all other documents resulting Supplementary Material required to be filed by the Company in compliance with Securities Laws. (d) Delivery of the Offering Documents by the Company shall constitute the representation and warranty of the Company to the Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent in writing) contained in the Amended and Restated Preliminary Prospectus, Preliminary Prospectus or related the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Agent and provided by the Agent in writing, such documents comply in all material respects with the requirements of Securities Laws. Such deliveries shall also constitute the Company's consent to the Agent's use of the Offering Documents in connection with the distribution of the Offered Units in the Qualifying Jurisdictions. (e) The Company shall cause commercial copies of the Final Prospectus, the U.S. Private Placement Memorandum and any Supplementary Material to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material. (f) Subject to compliance with Securities Laws in the Qualifying Jurisdictions, during the period commencing on the date hereof and until completion of the distribution of the Offered Units, the Company will promptly provide the Agent with drafts of any press releases of the Company for review prior to issuance and shall obtain the prior approval of the Agent as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws or any applicable United States securities laws or regulation, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on the face page substantially as follows: "Not for distribution to the United States news wire services, or dissemination in each the United States", and shall include substantially the following language: "This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Qualifying Jurisdictions by securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the Underwriters United States Securities Act of 1933, as amended, and other persons who are registered may not be offered or sold in a category permitting them to distribute the Offered Shares under Applicable United States absent registration or an applicable exemption from the registration requirements of the United States Securities LawsAct of 1933, as amended, and applicable state securities laws."

Deliveries on Filing and Related Matters. (a) The Company shall deliver deliver, or cause to be delivered, to each of the UnderwritersAgents: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Debentures and the Underlying Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Securities for distribution in each of the Qualifying Jurisdictions by the Underwriters Agents and other persons who are registered in a category permitting them to distribute the Offered Shares Securities under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgent: (i) on the date hereof, a copy of the Preliminary Prospectus signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (iiiii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiiiv) concurrently with the filing of the Prospectus with the Securities Commissions, a “"long form” " comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from (A) the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, and (B) the auditors that audited the financial statements contained in the Business Acquisition Report, which letter letters shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ ' comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivv) as soon as possible after the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (vi) prior to the filing of the Prospectus with the Securities CommissionsClosing, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrant Shares and the Warrants has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company Company, if any, and the CSE's policies (the “"Standard Listing Conditions”"); and (vvii) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Agent and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgent: (i) on the date hereof, a copy of the Preliminary Prospectus and the Prospectus signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may beSupplement, a copy of each of the Preliminary Prospectus and Prospectus, as the case may beSupplement, signed by the Company as required by Applicable Securities Laws; (iiiii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiiiv) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, a “long form” comfort letter letters dated the date of the ProspectusProspectus Supplement, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the ProspectusProspectus Supplement, which letter shall be based on a review by such auditors auditor within a cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter shall be in addition to any auditors’ comfort and consent letters letter addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivv) prior to the filing of the Prospectus with the Securities CommissionsClosing, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Common Shares (including the Common Shares issuable upon exercise of the Compensation Warrants) and the Warrant Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company Company, if any, and the CSE’s policies (the “Standard Listing Conditions”); and (vvi) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Agent and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to the Agents: (a) The Company shall deliver to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Final Prospectus signed and Prospectus, as the case may be, signed certified by the Company Corporation and Agents as required by Applicable Securities Laws; (iib) concurrently with the filing thereof, a copy of any Supplementary Material required to be other document filed by with, or delivered to, the Company Securities Commissions under applicable Securities Laws in compliance connection with Applicable Securities Lawsthe Offering; (iiic) concurrently with the filing of the Prospectus with the Securities Commissions, a “long long-form” comfort letter letters dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors of the Company Corporation from the current auditor each of the Company D&H Group LLP and Xxxxxx LLP with respect to the Financial Statements, and other financial and accounting information relating to the Company Corporation and ESG, respectively, contained or incorporated by reference in the Final Prospectus, which letter letters shall be based on a review by such auditors D&H Group LLP and Xxxxxx LLP within a cut-off date of not more than two Business Days prior to the date of the letter, letters and which letter letters shall be in addition to D&H Group LLP and Xxxxxx LLP’s consent letters and any auditors’ consent comfort letters addressed to the Securities Commissions in the Qualifying JurisdictionsProvinces; (ivd) prior to or contemporaneously with the filing of the Prospectus with Final Prospectus, evidence satisfactory to the Securities Commissions, copies Agents of correspondence demonstrating that the conditional approval of the listing and posting for trading on the TSX TSX- V of the Offered (i) the Underlying Securities and (ii) the Broker Shares has been approved issuable upon exercise of the Broker Warrants, subject only to the satisfaction by the Company Corporation of such customary and standard post-post- closing conditions imposed by the TSX TSX-V in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (ve) for review by the Agents drafts of any press releases issued by Corporation commencing on the date hereof and until completion of the distribution of the Subscription Receipts. (2) The Corporation shall deliver, as soon as possible and but in any event not later than 5:00 p.m. (local time at the place of delivery) on the Business Day following the issuance of a receipt by the Principal Regulator for the filing of the Final Prospectus, and no later than noon (local time) on the first Business Day after the execution of any Supplementary Material, or cause to be delivered to the Agents, without charge, copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions Marketing Materials, as required by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws, together with, in the case of any Marketing Materials proposed to be provided to potential investors of Subscription Receipts, commercial copies of the Final Prospectus and such Supplementary Material in such numbers and in such cities as the Agents may reasonably request by oral or written instructions to the Corporation or the printer thereof given no later than the time when the Corporation authorizes the printing of the commercial copies of such documents. (3) The Corporation shall cause to be provided to the Agents such number of copies of any documents incorporated by reference in the Preliminary Prospectus, Prospectus or any Supplementary Material as the Agents may reasonably request.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgent: (i) on the date hereof, a copy of the Preliminary Prospectus and the Prospectus signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing of each of the Preliminary Prospectus Amended and the Restated Prospectus, as the case may be, a copy of each of the Preliminary Prospectus Amended and Restated Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (iiiii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiiiv) concurrently with the filing of the Amended and Restated Prospectus with the Securities Commissions, a “long form” comfort letter letters dated the date of the Amended and Restated Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from (A) the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Amended and Restated Prospectus, and (B) the auditors that audited the financial statements contained in the Business Acquisition Report, which letter letters shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivv) as soon as possible after the Amended and Restated Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (vi) prior to the filing of the Prospectus with the Securities CommissionsClosing, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrant Shares and the Warrants has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company Company, if any, and the CSE’s policies (the “Standard Listing Conditions”); and (vvii) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Agent and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersUnderwriter: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may beSupplement, a copy of each of the Preliminary Final Short Form Base Shelf Prospectus and Prospectus, as the case may beProspectus Supplement, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus Supplement with the Securities Commissions, a “long form” comfort letter dated the date of the ProspectusProspectus Supplement, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter and the directors of the Company from the current auditor of the Company and from the auditor of the Financial Statements in respect of the Altum Acquisition, with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company and Altum contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) prior to the filing of the Prospectus Supplement with the Securities Commissions, copies of correspondence demonstrating that Company has applied to list the listing and posting for trading Offered Units on the TSX of the Offered Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”)CSE; and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Underwriter and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgents: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may bethereof, a copy of each of the Preliminary Prospectus Supplement signed and Prospectus, as the case may be, signed certified by the Company as required by Applicable Canadian Securities Laws; (ii) concurrently with the filing thereofof the Prospectus Supplement with the Securities Regulators, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities LawsU.S. Private Placement Memorandum; (iii) concurrently with the filing of the Prospectus Supplement with the Securities CommissionsRegulators, a “long form” form comfort letter dated the date of the ProspectusProspectus Supplement, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors of the Company from the current auditor of the Company Company’s Auditors with respect to the Financial Statements, and other financial and accounting information relating to the Company (and Reefton Goldfields Inc.) contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors the Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, letter and which letter shall be in addition to any the auditors’ consent letters letter addressed to the Securities Commissions Regulators previously filed in connection with the Qualifying JurisdictionsBase Shelf Prospectus; (iv) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a long form comfort letter dated the date of the Prospectus Supplement, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Company from the Company’s Former Auditors with respect to financial and accounting information relating to the Company contained in the Prospectus, which letter shall be based on a review by the Company’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the auditors’ consent letter addressed to the Securities Regulators previously filed in connection with the Base Shelf Prospectus; (v) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, the auditors’ consent letter from Xxxx Xxxxxxxx WA Audit Pty Ltd., the auditors of Reefton Resources, addressed to the Securities Regulators; and (vi) prior to the filing of the Prospectus Supplement with the Securities CommissionsRegulators, copies of correspondence demonstrating indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Shares and the Broker Warrant Shares has been approved subject only to the satisfaction by the Company of such customary made, and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter posting of the TSX addressed to the Company (the “Standard Listing Conditions”); and (v) copies Form 8 – Notice of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary Prospectus Offering in order to qualify respect of the Offered Shares for distribution in each of and the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Broker Warrant Shares under Applicable Securities Lawshas been made.

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the UnderwritersAgent: (i) on the date hereof, a copy of the Preliminary Prospectus signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (iiiii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iiiiv) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter letters dated the date of the Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Company from (A) the current auditor of the Company with respect to the Financial Statements, Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, and (B) the auditors that audited the financial statements contained in the Business Acquisition Report, which letter letters shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (ivv) as soon as possible after the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (vi) prior to the filing of the Prospectus with the Securities CommissionsClosing, copies of correspondence demonstrating that the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrant Shares and the Warrants has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX CSE in similar circumstances and set forth in a letter of the TSX CSE addressed to the Company Company, if any, and the CSE’s policies (the “Standard Listing Conditions”); and (vvii) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares Units for distribution in each of the Qualifying Jurisdictions by the Underwriters Agent and other persons who are registered in a category permitting them to distribute the Offered Shares Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.