Common use of Due Diligence Matters Clause in Contracts

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary Material, the Company will allow the Agent to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum and any Supplementary Material and shall allow the Agent to conduct all due diligence which it may reasonably require to conduct in order to fulfil its obligations and in order to enable it to responsibly execute the certificates required to be executed by it at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material; (b) the Company will promptly notify the Agent in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agent) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the Agent, acting reasonably, provided the Agent has taken all action required by it hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) of the Company and each of the Material Subsidiaries provided to counsel to the Agent contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

Due Diligence Matters. (a) prior to the filing of the Final Preliminary Prospectus and Supplement, the Prospectus Supplement and, during the Distribution Period, any Supplementary Material, the Company will allow the Agent Underwriters to participate fully in the preparation of the Preliminary ProspectusProspectus Supplement, the Final Prospectus, Final U.S. Placement Memorandum Prospectus Supplement and any Supplementary Material and shall allow the Agent Underwriters to conduct all due diligence which it they may reasonably require to conduct in order to fulfil its their obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary ProspectusProspectus Supplement, the Final Prospectus Supplement and any applicable Supplementary Material; (b) the Company will promptly notify the Agent Underwriters in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agentthreatened) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and or the Material Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent Underwriters in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the Agent, acting reasonably, provided the Agent has taken all action required by it hereunder to permit the Company to do soUnderwriters, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities Shares and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement Pre-Emptive Shares and shall deliver to the Agent Underwriters as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayedUnderwriters; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside Canada;and (d) the Company will in good faith discuss with the Agent Underwriters as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) of the Company and each of the Material Subsidiaries provided to counsel to the Agent contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary Material, the Company will allow the Agent Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum Prospectus and any Supplementary Material and shall allow the Agent Underwriters to conduct all due diligence which it they may reasonably require to conduct in order to fulfil its their obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material; (b) the Company will promptly notify the Agent Underwriters in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentUnderwriters) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent Underwriters in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the AgentUnderwriters, acting reasonably, provided the Agent has Underwriters have taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces Jurisdictions a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and Subscription Receipts (ii) Regulation D under the U.S. Securities Act to enable the or Underlying Units to be lawfully offered and sold on a private placement basis issued in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement lieu thereof) and shall deliver to the Agent Underwriters as soon as practicable thereafter its their reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentUnderwriters, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities Subscription Receipts (or Underlying Units to be issued in lieu thereof) for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent Underwriters as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) of the Company and each of the Material Subsidiaries provided to counsel to the Agent Underwriters contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

Due Diligence Matters. (a) prior to The Company covenants that in connection with the filing of the Final Prospectus and any Supplementary MaterialOffering, the Company it will allow the Agent to participate fully in and its representatives the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum and any Supplementary Material and shall allow the Agent opportunity to conduct all due diligence which it the Agent may reasonably require to be conducted prior to the Closing Time and will make available its directors, senior management, technical advisors and legal counsel and will engage its auditors to conduct such procedures as are reasonably required, to answer the questions of the Agent in order to fulfil its obligations and in order to enable it to responsibly execute the certificates required due diligence meetings to be executed by it at conducted prior to the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary MaterialClosing Time; (b) the Company will promptly notify the Agent in writing if, prior to completion of the Distribution PeriodClosing Time, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agent) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to in the business, affairs, operations, assets, liabilities liabilities, financial condition (contingent or otherwise), capital, ownership, control ) or management capital of the Company and or the Material Subsidiaries or any other on a consolidated basis which would constitute a material change which is of such a nature as to result into, or could be considered reasonably likely to result in, a misrepresentation change in a material fact concerning the Final Prospectus, Final U.S. Placement Memorandum Company or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities LawsSubsidiaries; (c) the Company will promptly notify the Agent in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the Agent, acting reasonably, provided the Agent has taken all action required by it hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; andparagraph; (ed) the minute books (or content thereof) and records of the Company and each of the Material Subsidiaries provided to counsel which the Company has made available to the Agent and its counsel, Xxxxxxx Xxxxx & Xxxxxxxxx LLP, in connection with their due diligence investigation of the Company for the period from inception to the date of examination thereof are all of the minute books and substantially all of the records of the Company and the Subsidiaries for such period and contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects; and (e) all information contained in the Public Disclosure Documents and in the Company Due Diligence Documents are, as of the date of such information, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information materially misleading.

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary Material, the Company will allow the Agent Agents to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum Prospectus and any Supplementary Material and shall allow the Agent Agents to conduct all due diligence which it they may reasonably require to conduct in order to fulfil its their obligations under Applicable Securities Laws and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material; (b) the Company will promptly notify the Agent Agents in writing if, prior to completion termination of the Distribution Perioddistribution of the Offered Shares, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentAgents) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning relating to the Company and the Material Subsidiaries Subsidiaries, on a consolidated basis including any change relating to the businessbasis, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, in a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent Agents in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the reasonable satisfaction of the Agent, acting reasonablyAgents, provided the Agent has Agents have taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the issuance and distribution of the Offered Shares in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement Jurisdictions and shall deliver to the Agent Agents as soon as practicable thereafter its their reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentAgents, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities Shares for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent Agents as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) of the Company Company, and each of the Material Subsidiaries provided to counsel to the Agent Subsidiaries, contain copies of all constating documents and all proceedings of securityholders security holders and directors (and committees thereof) and are complete complete, in all material respects.

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary MaterialClosing Time, the Company will allow the Agent Underwriter to participate fully in the preparation of the Preliminary Prospectus, Offering Documents (other than material filed prior to the Final Prospectus, Final U.S. Placement Memorandum date hereof and any Supplementary Material incorporated by reference therein) and shall allow the Agent Underwriter to conduct all due diligence which it the Underwriter may reasonably require to conduct in order to fulfil its obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary ProspectusOffering Documents, as applicable; the Company will make available to the Underwriter and its legal counsel on a timely basis, all documents and information necessary to complete the due diligence investigation of the Company, and without limiting the scope of the due diligence inquiries the Underwriter may conduct, the Final Prospectus Company will participate and any applicable Supplementary Materialcause its auditors and “qualified persons” (as such term is defined in NI 43-101) to participate in one or more due diligence sessions to be held prior to the Closing Time; (b) the Company will promptly notify the Agent Underwriter in writing if, prior to completion the termination of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentUnderwriter) or any event or development involving a prospective material change or a change in a material fact (including any change in applicable laws) or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including in any change relating to or all of the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company and or the Material Subsidiaries which would constitute a material change to, or a change in a material fact concerning the Company or the Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum or any Supplementary MaterialOffering Documents, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent Underwriter in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the AgentUnderwriter, acting reasonably, provided the Agent Underwriter has taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus Amendment or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement Shares and shall deliver to the Agent Underwriter at the expense of the Underwriter as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus Amendment or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentUnderwriter, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities Shares for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent Underwriter as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) and records of the Company and each the Material Subsidiary which the Company has made available to the Underwriter and its counsel Xxxxxxx Xxxxx & Xxxxxxxxx LLP in connection with their due diligence investigation of the Company and the Material Subsidiaries provided to counsel Subsidiary for the period from inception to the Agent date of examination thereof are all of the minute books and substantially all of the records of the Company and the Material Subsidiary for such period and contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof with the exception of the minutes of the proceedings of the Special Committee of directors formed to consider the Offering) (or drafts pending the approval thereof) and are complete in all material respects.. There have been no other material meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Company or the Material Subsidiary during such period not reflected in such minute books and other records;

Due Diligence Matters. (a) prior to The Company covenants that in connection with the filing of the Final Prospectus and any Supplementary MaterialOffering, the Company it will allow the Agent to participate fully in and its representatives the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum and any Supplementary Material and shall allow the Agent opportunity to conduct all due diligence which it the Agent may reasonably require to be conducted prior to the Closing Time and will make available its directors, senior management, technical advisors and legal counsel and will engage its auditors to conduct such procedures as are reasonably required, to answer the questions of the Agent in order to fulfil its obligations and in order to enable it to responsibly execute the certificates required due diligence meetings to be executed by it at conducted prior to the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary MaterialClosing Time; (b) the Company will promptly notify the Agent in writing if, prior to completion of the Distribution PeriodClosing Time, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the Agent) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to in the business, affairs, operations, assets, liabilities liabilities, financial condition (contingent or otherwise), capital, ownership, control ) or management capital of the Company and or the Material Subsidiaries or any other on a consolidated basis which would constitute a material change which is of such a nature as to result into, or could be considered reasonably likely to result in, a misrepresentation change in a material fact concerning the Final Prospectus, Final U.S. Placement Memorandum Company or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities LawsSubsidiaries; (c) the Company will promptly notify the Agent in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the Agent, acting reasonably, provided the Agent has taken all action required by it hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; andparagraph; (ed) the minute books (or content thereof) and records of the Company and each of the Material Subsidiaries provided to counsel which the Company has made available to the Agent and its counsel, Cxxxxxx Xxxxx & Bxxxxxxxx LLP, in connection with their due diligence investigation of the Company for the period from inception to the date of examination thereof are all of the minute books and substantially all of the records of the Company and the Subsidiaries for such period and contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects; and (e) all information contained in the Public Disclosure Documents and in the Company Due Diligence Documents are, as of the date of such information, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information materially misleading.

Due Diligence Matters. (a) prior Prior to the filing Closing Time, the Company will allow the Agents to conduct all due diligence which they may reasonably require to conduct and participate fully in the preparation of the Final Prospectus and any Supplementary Material, the Company will allow the Agent to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum and any Supplementary Material and shall allow the Agent to conduct all due diligence which it may reasonably require to conduct in order to fulfil its fulfill their obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Final Prospectus and any applicable Supplementary Material; and without limiting the scope of the due diligence inquiries the Agents may conduct, the Company will make available its senior management, directors, technical advisors, and legal counsel and will engage its auditors to conduct such procedures as are reasonably required, to answer the reasonable questions of the Agents in due diligence meetings to be conducted prior to the filing of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material, and shall cause its auditors to deliver the comfort letter as contemplated by Section 4.1.2(f) hereof; (b) upon becoming aware, the Company will promptly notify the Agent Agents in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentAgents) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, to not be in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent Agents in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the AgentAgents, acting reasonably, provided the Agent has Agents have taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus Amendment or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities Securities, the grant of the Over-Allotment Option and (ii) Regulation D under the U.S. Securities Act to enable issue of the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this AgreementBroker Warrants, which forms a part of this Agreement and shall deliver to the Agent Agents as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus Amendment or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentAgents, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a prospectus, registration statement or other similar document, otherwise register or qualify the Offered Securities Securities, the Over-Allotment Option or the Broker Warrants for sale or distribution outside Canada, or otherwise become subject to any continuous disclosure obligations or other obligation under applicable laws in any Selling Jurisdictions outside of Canada; (d) the Company will in good faith discuss with the Agent Agents as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) and records of the Company and each Subsidiaries which the Company has made or will make available to the Agents and their counsel Xxxxxxx Xxxxx & Xxxxxxxxx LLP in connection with their due diligence investigation of the Material Company and the Subsidiaries provided to counsel to are all of the Agent minute books and substantially all the records of the Company and the Subsidiaries for such periods and contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) (or drafts or notes pending the approval thereof) and are complete in all material respects. There have been no other material meetings, resolutions or proceedings of the securityholders, board of directors or committees thereof of the Company or the Subsidiaries during the periods requested that are not reflected in such minute books and other records.

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary MaterialOffering Documents, the Company will allow the Agent Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum and any Supplementary Material Offering Documents and shall allow the Agent Underwriters to conduct all due diligence which it they may reasonably require to conduct in order to fulfil its fulfill their obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary Prospectus, the Final Canadian Prospectus and any applicable Supplementary Material; (b) the Company will promptly notify the Agent Underwriters in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentUnderwriters) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material its Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final ProspectusProspectuses, Final U.S. Placement Memorandum the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable applicable Securities Laws; (c) the Company will promptly notify the Agent Underwriters in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the AgentUnderwriters, acting reasonably, provided the Agent has Underwriters have taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces and SEC a new or amended Final Prospectusprospectus, Final U.S. Placement Memorandum registration statement or Supplementary Material, as the case may be, or material change report as may be required under the Applicable applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities Shares and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement Over-Allotment Option and shall deliver to the Agent Underwriters as soon as practicable thereafter its their reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum prospectus or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentUnderwriters, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside Canada;and (d) the Company will in good faith discuss with the Agent Underwriters as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) of the Company and each of the Material Subsidiaries provided to counsel to the Agent contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

Due Diligence Matters. The Company hereby represents, warrants and covenants to and with the Agents, and acknowledges that the Agents are relying on same in entering into this Agreement, that: (a) prior Prior to the filing of the Final Prospectus and any Supplementary Material, the Company will allow the Agent Agents to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum Prospectus and any Supplementary Material and shall allow the Agent Agents to conduct all due diligence which it they may reasonably require to conduct in order to fulfil its fulfill their obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material; (b) upon becoming aware, the Company will promptly notify RBC, on behalf of the Agent Agents, in writing if, prior to completion of the Distribution Period, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentAgents) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including any change relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Material Subsidiaries or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify RBC, on behalf of the Agent Agents, in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the AgentAgents, acting reasonably, provided the Agent has Agents have taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement Shares and shall deliver to the Agent Agents as soon as practicable thereafter its their reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentAgents, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities Shares for sale or distribution outside Canada; (d) the Company will in good faith discuss with RBC, on behalf of the Agent Agents, as promptly as possible possible, any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and; (e) the minute books (or content thereof) of the Company and each of the Material Subsidiaries provided to counsel to contain full, true and correct copies of the Agent constating documents of the Company and its Material Subsidiaries, as applicable, and, at the Time of Closing, will contain copies of minutes of all constating documents meetings and all proceedings resolutions of securityholders the directors, committees of directors and directors shareholders of the Company and its Material Subsidiaries, (except to the extent that the absence of any such documents could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations or business of the Company and committees thereofthe Material Subsidiaries, on a consolidated basis, respectively, or on the Material Mineral Projects), and all such meetings were duly called and properly held and such minutes were properly adopted and approved (except to the extent that any failure in that regard could not reasonably be expected to have a materially adverse effect on the Company and the Material Subsidiaries, on a consolidated basis); (f) the information supplied by the Company to the Agents, Subagents and are complete their respective counsel in connection with the due diligence conducted by them, including information provided at the telephone due diligence session on February 16, 2012 (the “Due Diligence Call”) was, when provided, and (so far as the Company is aware) remains, true and accurate in all material respectsrespects and not misleading and all expressions of opinion and expectation therein contained are honestly based and such replies have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide such replies and all such replies have been given in good faith. All information provided by or on behalf of the Company to Xxxxxx Mining Pty Ltd, Fasken Xxxxxxxxx XxXxxxxx LLP, Xxxxx & XxXxxxxx Sociedad Civil, Xxxxxxx, Xxxxx & Xxxxxxx and PKF for the purposes of their participation in the Due Diligence Call was, when given, and (so far as the Company is aware) remains true and accurate in all material respects and not misleading. The Company does not disagree with any statement made by any representative of Xxxxxx Mining Pty Ltd, Fasken Xxxxxxxxx XxXxxxxx LLP, Xxxxx & XxXxxxxx Sociedad Civil, Xxxxxxx, Xxxxx & Xxxxxxx and PKF during the Due Diligence Call; (g) there are no circumstances, facts or information relating to the Company or the Material Subsidiaries and known to the Company which have not been disclosed to the Agents and Subagents and which, if so disclosed, might render any information supplied to the Agents or Subagents misleading or which might reasonably be expected to affect the decision of the Agents or Subagents to carry out the Offering or of any person to agree to accept the allotment and issue of any of the Offered Shares; and (h) all factual and historic information and documentation supplied in writing by or on behalf of the Company to the Company’s relevant counsel for the purposes of preparing and delivering the opinions referred to in Section 5.1(j), (k), (l), and (n) was, when given, and, so far as the Company is aware, remains true and accurate in all material respects and not misleading in any material respect.

Due Diligence Matters. (a) prior to the filing of the Final Prospectus and any Supplementary MaterialMaterial (other than any material filed prior to the date hereof and incorporated by reference therein), the Company will allow the Agent Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Final Prospectus, Final U.S. Placement Memorandum Prospectus and any Supplementary Material and shall allow the Agent Underwriters to conduct all due diligence which it they may reasonably require to conduct in order to fulfil its their obligations and in order to enable it them to responsibly execute the certificates required to be executed by it them at the end of each of the Preliminary Prospectus, the Final Prospectus and any applicable Supplementary Material; (b) the Company will promptly notify the Agent Underwriters in writing if, prior to completion termination of the Distribution Perioddistribution of the Offered Securities, there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened and other than a change or change in fact relating solely to the AgentUnderwriters) or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company and the Material Subsidiaries on a consolidated basis including in any change relating to or all of the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company or any of the Material Subsidiaries which would constitute a material change to, or a change in a material fact concerning the Company and the Material Subsidiaries on a consolidated basis or any other change which is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Final Prospectus, Final U.S. Placement Memorandum Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any of the Applicable Securities Laws; (c) the Company will promptly notify the Agent Underwriters in writing with full particulars of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the AgentUnderwriters, acting reasonably, provided the Agent has Underwriters have taken all action required by it them hereunder to permit the Company to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions in the Qualifying Provinces a new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material, as the case may be, or material change report as may be required under the Applicable Securities Laws and shall comply with (i) all other applicable filings filing and other requirements under the Applicable Securities Laws including any requirements necessary to qualify the distribution in the Qualifying Provinces of the Offered Securities and (ii) Regulation D under the U.S. Securities Act to enable the Units to be lawfully offered and sold on a private placement basis in the United States in accordance with the provisions of Schedule D to this Agreement, which forms a part of this Agreement and shall deliver to the Agent Underwriters as soon as practicable thereafter its their reasonable requirements of conformed or commercial copies of any such new or amended Final Prospectus, Final U.S. Placement Memorandum Prospectus or Supplementary Material. The Company will not file any such new or amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentUnderwriters, which approval shall not be unreasonably withheld or delayed; provided that the Company will not be required to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside Canada; (d) the Company will in good faith discuss with the Agent Underwriters as promptly as possible any circumstance or event which is of such a nature that there is or there ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding two paragraphs; and (e) the minute books (or content thereof) of the Company and each of the Material Subsidiaries provided to counsel to the Agent Underwriters contain copies of all constating documents and all proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects.