Common use of Disclosure Documents; Financial Statements Clause in Contracts

Disclosure Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets (the “Disclosure Documents”). The Company’s Annual Report for the year ended December 31, 2022, complies in all material respects with the requirements of OTC Markets applicable thereto, and none of the Disclosure Documents, at the time they were filed with OTC Markets, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements and the published rules of OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Once the Company has filed becomes a reporting company under the Exchange Act, it will file all reports, schedules, forms, statements and other documents reports required to be filed by it with OTC Markets (under the “Exchange Act pursuant to Section 13(a) or 15(d) thereof, on a timely basis or will received a valid extension of such time of filing and has filed any such Disclosure Documents”)Documents prior to the expiration of any such extension. The Company’s Annual Report for As of their respective dates, the year ended December 31, 2022, complies Disclosure Documents will comply in all material respects with the requirements of OTC Markets applicable theretothe Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the Disclosure Documents, at the time they were filed with OTC Marketswhen filed, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All material agreements to which the Company is a Party or to which the property or assets of the statements made in any such Company are subject will be filed as exhibits to the Disclosure Documents is, or has been, as required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)unless properly excused from filing by SEC regulation. As of their respective dates, the The financial statements of the Company included in the Disclosure Documents complied as to form will comply in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been will be prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto, and will fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Company is subject to the reporting requirements of the Exchange Act and, the Company has filed with the Commission all reports, schedules, forms, statements and other documents SEC Documents that the Company was required to be filed by it file with OTC Markets (the “Disclosure Documents”). The Company’s Annual Report for the year ended Commission on or after December 31, 20222009. Each SEC Document filed on or after December 31, complies 2009, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the Execution Date, then on the date of such amending or superseding filing), complied in all material respects with the requirements of OTC Markets applicable theretothe Securities Act or Exchange Act, as applicable, and, as of the date of such filing (or if amended or superseded by a filing prior to the Execution Date, then on the date of such filing), and none of the Disclosure Documents, at the time they were filed with OTC Markets, contained any did not contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, All documents required to be amended filed as exhibits to the SEC Documents filed on or updated under applicable law (except for such statements as after December 31, 2009 have been amended or updated in subsequent filings prior the date hereof)filed as required. As of their respective dates, the financial statements of the Company included in the Disclosure SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets the Commission with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, GAAP consistently applied, applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Since December 31, 2021, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated by the SEC thereunder, the “Exchange Act”), or pursuant to applicable securities commissions or securities regulatory authorities in Canada (the “Canadian Securities Regulators”), pursuant to the reporting requirements of such Canadian Securities Regulators (the “Disclosure Documents”). The Company’s Annual Report for At the year ended December 31times of their respective filing, 2022, complies all such Disclosure Documents complied in all material respects with the requirements of OTC Markets applicable thereto, and none the Exchange Act or the reporting requirements of the Canadian Securities Regulators, as applicable. At the times of their respective filings, such Disclosure Documents, at the time they were filed with OTC Markets, contained Documents did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements under the Exchange Act or the rules and regulations of the published rules of OTC Markets with respect theretoCanadian Securities Regulators, as applicable. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets the SEC (the “Disclosure Documents”). The Company’s Annual Report on Form 10-K for the year ended December 31, 2022, complies and the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2023, comply in all material respects with the requirements of OTC Markets SEC applicable thereto, and none of the Disclosure Documents, at the time they were filed with OTC Markets, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022Disclosure Documents, the Company has no liabilities, contingent or otherwise, other than (i1) liabilities incurred in the ordinary course of business subsequent to December 31June 30, 20222023, and (ii2) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not is, and has, for more than the past one year has been, subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets the SEC pursuant to Section 15(d) of the Exchange Act and with the Canadian Securities Commissions pursuant to Canadian Securities Laws for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, all registration statements filed by the Company under the U.S. Securities Act, and all material change reports, proxy circulars, annual information forms, material contracts and prospectuses of the Corporation which have been or is filed by or on behalf of the Corporation pursuant to applicable Canadian Securities Laws, being hereinafter referred to as the “Disclosure Documents”). The CompanyCompany has made available to the Investor through the SEC’s Annual Report for website at hxxx://xxx.xxx.xxx and wxx.xxxxx.xxx, true and complete copies of the year ended December 31Disclosure Documents. As of their respective dates, 2022, complies the Disclosure Documents complied in all material respects with the requirements of OTC Markets the Exchange Act, the U.S. Securities Act or Canadian Securities Laws, as applicable, and the rules and regulations of the SEC and the Canadian Securities Commissions promulgated thereunder (as applicable) applicable theretoto the Disclosure Documents, and none of the Disclosure Documents, at the time they were filed with OTC Marketsthe relevant regulatory authority, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets the SEC and the Canadian Securities Commissions with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, either IFRS or U.S. GAAP (as required at the time of filing by U.S. securities laws and Canadian Securities Laws) consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Since December 31, 2020, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated by the SEC thereunder, the “Exchange Act”), or pursuant to applicable securities commissions or securities regulatory authorities in Canada (the “Canadian Securities Regulators”), pursuant to the reporting requirements of such Canadian Securities Regulators (the “Disclosure Documents”). The Company’s Annual Report for At the year ended December 31times of their respective filing, 2022, complies all such Disclosure Documents complied in all material respects with the requirements of OTC Markets applicable thereto, and none the Exchange Act or the reporting requirements of the Canadian Securities Regulators, as applicable. At the times of their respective filings, such Disclosure Documents, at the time they were filed with OTC Markets, contained Documents did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements under the Exchange Act or the rules and regulations of the published rules of OTC Markets with respect theretoCanadian Securities Regulators, as applicable. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).

Disclosure Documents; Financial Statements. The Company has filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with OTC Markets the Securities Commissions in the Reporting Jurisdictions (as defined below) pursuant to the reporting requirements of the Canadian Securities Laws (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Disclosure Documents”). The Company’s Annual Report As of the time the Disclosure Documents were filed with the applicable Securities Commissions and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended, restated or superseded by a filing prior to the year ended December 31date of this Agreement), 2022, complies (i) each of the Disclosure Documents complied in all material respects with the requirements of OTC Markets applicable theretoCanadian Securities Laws, and (ii) none of the Disclosure Documents, at the time they were filed with OTC Markets, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets applicable Canadian Securities Laws with respect thereto. Such financial statements have been thereto as in effect as of the time of filing, (ii) were prepared in accordance with United States generally accepted accounting principlesInternational Financial Reporting Standards (“IFRS”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and (iii) fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31adjustments which will not be material, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, either individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The reserves, if any, established by the Company has beenor the lack of reserves, but no longer isif applicable, a “shell company,” as described in Rule 144(i)(1)(i).are reasonable based upon facts and circumstances known

Disclosure Documents; Financial Statements. The Since December 31, 2022, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated by the SEC thereunder, the “Exchange Act”), pursuant to the reporting requirements of the SEC (the “Disclosure Documents”). The Company’s Annual Report for At the year ended December 31times of their respective filing, 2022, complies all such Disclosure Documents complied in all material respects with the requirements of OTC Markets applicable theretothe Exchange Act. At the times of their respective filings, and none of the such Disclosure Documents, at the time they were filed with OTC Markets, contained Documents did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements and under the published rules of OTC Markets with respect theretoExchange Act. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).