Common use of Exchange Registration Clause in Contracts

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE under the symbol “GPL” and the TSX under the symbol “GPR,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE under the symbol “GPLUUUU” and the TSX under the symbol “GPREFR,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares Units and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements and the Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the TSX, and the Canadian Commissions, where applicable, required for the listing and trading of the Warrants and the Additional Warrants on the TSX, subject only to satisfying the TSX’s standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPL” "NAK" and the TSX under the symbol “GPR"NDM,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of the directors or officers of the Xxxxxx X. Xxxxxxxx, President & Chief Executive Officer, Xxxx Xxxxxx, Chief Financial Officer, and Xxxxxx Xxxxxx, Company or any officer who may be responsible for the subject matter at issueSecretary, in each case, after reasonable inquiryinquiry within the scope of such person's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLAUG” and the TSX under the symbol “GPRAUG,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The As at the Closing Date, the Company has will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Offered Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issueXxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE Nasdaq Capital Market under the symbol “GPLDPRO,” and the TSX CSE under the symbol “GPRDPRO,” and the Frankfurt Exchange under the symbol “3U8,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means a statement as to the knowledge of each of Cxxxxxx Xxxxx, President and Chief Executive Officer of the directors or officers Company, Pxxx Xxx, Chief Financial Officer of the Company or any officer who may be responsible for and Pxxx Xxxxxx, Chief Operating Officer, about the facts and circumstances to which such subject matter is at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the U.S. Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLDNN” and the TSX under the symbol “GPRDML,” and the Company has taken no action designed to terminate the registration of the Common Shares under the U.S. Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, nor has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The As at the Closing Date, the Company has will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Offered Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issueXxxxx Xxxxx, President and Chief Executive Officer, Xxx XxXxxxxx, Executive Vice-President and Chief Financial Officer and Xxxxxx Xxxxxxx, Corporate Counsel and Corporate Secretary, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLAUX” and the TSX under the symbol “GPR,” AXR”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issueCxxxxxx Xxxxxx (Chairman and Chief Executive Officer), Bxxx Xxxxxx (President), Mxxxxxx Xxxxx (Chief Financial Officer) and Axxx McOnie (Vice President, Exploration), in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters Underwriter or counsel for the Underwriters Underwriter in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each the Underwriter. The Company acknowledges that the Underwriters Underwriter and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters Underwriter will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE Nasdaq Capital Market under the symbol “GPLVOXR” and the TSX under the symbol “GPRVOXR,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers Xxxx Xxxxx, Chairman and Chief Executive Officer of the Company or any officer who may be responsible for Company, and Xxxxxx Xxxxxx, Chief Financial Officer of the subject matter at issueCompany, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLAXU” and the TSX under the symbol “GPR,” AXU”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriterthe Underwriters. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLWRN” and the TSX under the symbol “GPR,” WRN”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, nor has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the The Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriterthe Underwriters. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPL” "NAK" and the TSX under the symbol “GPR"NDM,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by the Closing Date, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of the directors or officers of the Xxxxxx X. Xxxxxxxx, President & Chief Executive Officer, Xxxx Xxxxxx, Chief Financial Officer, and Xxxxxx Xxxxxx, Company or any officer who may be responsible for the subject matter at issueSecretary, in each case, after reasonable inquiryinquiry within the scope of such person's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLNAK” and the TSX under the symbol “GPRNDM,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Xxx Xxxxxxxx, President & Chief Executive Officer, Xxxxxxxx Snyman, Chief Financial Officer, and Xxxxxx Xxxxxx, Company or any officer who may be responsible for the subject matter at issueSecretary, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “"GPL” " and the TSX under the symbol “"GPR,” ", and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issueXxx Xxxxxxxxx, President & Chief Executive Officer, Xxxx Xxxxxxxx, Chief Operating Officer, Xxx Xxxxx, Chief Financial Officer and Corporate Secretary, Xxxxx Peer, Vice President Operations, Mexico, Xxxxxxx Xxxxxxxxx, VP, Social Responsibility, Xxxxx Xxxxxxxxxx, VP, Finance and Xxxxxxxx Xxxxxxx, Vice President, Projects and Technical Services, in each case, after reasonable inquiryinquiry within the scope of such person's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE MKT under the symbol “GPLNAK” and the TSX under the symbol “GPRNDM,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The As at the Closing Date, the Company has will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Xxx Xxxxxxxx, President & Chief Executive Officer, Xxxxxxxx Snyman, Chief Financial Officer, and Xxxxxx Xxxxxx, Company or any officer who may be responsible for the subject matter at issueSecretary, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPL” "NAK" and the TSX under the symbol “GPR"NDM,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusesOffering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by the Closing Date, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of the directors or officers of the Xxxxxx X. Xxxxxxxx, President & Chief Executive Officer, Xxxx Xxxxxx, Chief Financial Officer, and Xxxxxx Xxxxxx, Company or any officer who may be responsible for the subject matter at issueSecretary, in each case, after reasonable inquiryinquiry within the scope of such person's duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLWRN” and the TSX under the symbol “GPR,” WRN”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, nor has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the The Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by the Closing Time, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries Subsidiary and delivered to the Underwriters or U.S. counsel for the Underwriters (for the sole purpose of delivering negative assurance letters) in connection with the offering of the Units Offering shall be deemed to be a representation and warranty by the Company or the Material SubsidiariesSubsidiary, as the case may be, as to matters covered thereby, to each Underwriterthe Underwriters. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “"GPL” " and the TSX under the symbol “"GPR,” " and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “"knowledge” " of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE MKT under the symbol “GPLVGZ” and the TSX under the symbol “GPRVGZ,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained applied for all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares. Upon receipt by the Company of conditional listing approval of the TSX, the Company will have the necessary exchange approval, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, Company means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE Nasdaq Capital Market under the symbol “GPLDPRO,” and the TSX CSE under the symbol “GPRDPRO,” and the Frankfurt Exchange under the symbol “3U8,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and and/or the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and and/or the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means a statement as to the knowledge of each of Cxxxxxx Xxxxx, President and Chief Executive Officer of the directors or officers Company, Pxxx Xxx, Chief Financial Officer of the Company or any officer who may be responsible for and Pxxx Xxxxxx, Chief Operating Officer, about the facts and circumstances to which such subject matter is at issue, in each case, after reasonable inquiry. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 6 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPL” and the TSX under the symbol “GPR,” ”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issueXxxxx X. Xxxxxxxxxx, President & Chief Executive Officer, Xxx Xxxxx, Chief Financial Officer and Corporate Secretary, Xxxxx Peer, Vice President Operations, Mexico, Xxxxxxx Xxxxxxxxx, VP, Social Responsibility, Xxxxxxxxxxx Xxxxxxxx, VP, Finance and Xxxxxxxx Xxxxxxx, Vice President, Projects and Technical Services, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLNAK” and the TSX under the symbol “GPRNDM,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The Company has obtained obtained, or will obtain by Closing, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Xxxxxx X. Xxxxxxxx, President & Chief Executive Officer, Xxxx Xxxxxx, Chief Financial Officer, and Xxxxxx Xxxxxx, Company or any officer who may be responsible for the subject matter at issueSecretary, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “GPLDNN” and the TSX under the symbol “GPR,” DML”, and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Canadian Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. The As at the Closing Date, the Company has obtained will have obtained, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Commissions, where applicable, required for the listing and trading of the Unit Shares, the Warrant Shares, the Additional Shares and the Additional Warrant Offered Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of the directors or officers of the Company or any officer who may be responsible for the subject matter at issueDxxxx Xxxxx, President and Chief Executive Officer, Mxx XxXxxxxx, Executive Vice-President and Chief Financial Officer and Axxxxx Xxxxxxx, Corporate Counsel and Corporate Secretary, in each case, after reasonable inquiryinquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Units Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.