Common use of Filing of Prospectus Supplement Clause in Contracts

Filing of Prospectus Supplement. RESOLVED, that the Proper Officers be, and they hereby are, authorized and empowered, in the name and on behalf of the Company, to prepare and file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement to the base prospectus contained in the shelf registration statement on Form S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the offering and the Aspire Shares to Aspire, along with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 of the Securities Act, relating thereto (collectively, and together with all changes thereto as may be approved by the Proper Officers, to the extent appropriate under the Securities Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of the Prospectus Supplement and the filing of the Prospectus Supplement with the Commission. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

Filing of Prospectus Supplement. RESOLVED(1) The Company shall, that as soon as possible and in any event no later than 5:00 p.m. (Montreal time) on the Proper Officers bedate hereof, and they hereby are, authorized and empowered, in the name and on behalf of the Company, to prepare and file the Prospectus Supplement with each of the Securities Commissions in the Qualifying Jurisdictions under the Securities Laws in compliance with the Shelf Procedures and promptly provide evidence or confirmation satisfactory to the Lead Agent of such filing and by such time will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Units, the underlying Warrants, the underlying Common Shares and the Compensation Options for distribution in each of the Qualifying Jurisdictions by the Agents and other persons who are registered in a category permitting them to distribute the Offered Units under the Securities Laws and who comply with the Securities and Exchange Commission Laws. (the “Commission”2) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement to the base prospectus contained in the shelf registration statement on Form S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the offering and the Aspire Shares to Aspire, along In connection with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 of the Securities Act, relating thereto (collectively, and together with all changes thereto as may be approved by the Proper Officers, to the extent appropriate under the Securities Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of the Prospectus Supplement and the filing of the Prospectus Supplement Supplement, the Company shall deliver to the Agents: (a) concurrently with the Commission. FURTHER RESOLVEDfiling of the Prospectus Supplement, thata copy of the Prospectus Supplement, without limiting signed and certified as required by the foregoingSecurities Laws in Canada; (b) concurrently with the filing of the Prospectus Supplement, a copy of any other document required to be filed by the Company in compliance with the Securities Laws; (c) prior to the filing of the Prospectus Supplement, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name Agents shall have received a comfort letter of the Company’s auditors, dated as of the date on which the Prospectus Supplement is filed (with the requisite procedures to take be completed by the Company’s auditors within two Business Days of such date), addressed to the Agents and their respective United States or Canadian affiliates, in form and substance satisfactory to the Agents, acting reasonably, with respect to certain statistical, financial and accounting information based on or relating to the Financial Statements appearing in the Prospectus, including such information contained in all documents incorporated by reference thereto, which letter shall be in addition to any Auditors’ report incorporated by reference into the Base Prospectus; and (d) prior to the filing of the Prospectus Supplement, evidence satisfactory to the Agents and Agents’ legal counsel, acting reasonably, that it has applied to the TSX for listing on the TSX of the Common Shares partially comprising the Units and the Compensation Option Units and the Common Shares issuable pursuant to the exercise of the Warrants partially comprising the Units and the Compensation Option Units. Until the date on which the distribution of the Offered Units, underlying Common Shares and Warrants and the Compensation Option is completed, the Company will promptly take, or cause to be taken taken, all such further actions additional steps and proceedings that may from time to execute and deliver or cause time be required under Securities Laws to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and continue to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect qualify the purpose and intent of any and all distribution of the foregoing resolutionsOffered Securities and the Compensation Option Securities in each Qualifying Jurisdiction or, and in the event that all actions heretofore taken by the Offered Securities or the Compensation Option Securities have, for any officer or director of the Company reason, ceased to so qualify, to so qualify again such securities for distribution in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respectseach Qualifying Jurisdiction.

Filing of Prospectus Supplement. RESOLVED, that the Proper Officers be, and they hereby are, authorized and empowered, in the name and on behalf (a) As of the Companydate of this Agreement, to prepare (i) the Company has prepared and file filed the Preliminary Prospectus and other required documents with the Securities and Exchange Commission (the “Commission”) Commissions under the Applicable Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement Laws pursuant to the base prospectus contained in Passport System and NP 11-202 and designated the shelf registration statement on Form S-3 (File No. 333-236583) (BCSC as the “Registration Statement”) pertaining principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the offering and the Aspire Shares to Aspire, along with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 Preliminary Prospectus by each of the Securities ActCommissions of the other Qualifying Jurisdictions, relating thereto (collectivelyii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and together (iii) the Company has prepared and filed the Prospectus and other required documents with all changes thereto the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on June 28, 2022 (or such later date as may be approved agreed to in writing by the Proper Officers, to the extent appropriate under the Securities Act Company and the rules Agent, each acting reasonably), have prepared and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of filed the Prospectus Supplement and other required documents with the Securities Commissions under the Applicable Securities Laws, and otherwise fulfilled all legal requirements to qualify the Units for distribution to the public in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying Jurisdictions. (c) During the period of distribution of the Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Units. (d) Prior to the filing of the Prospectus Supplement with and thereafter, during the Commission. FURTHER RESOLVEDperiod of distribution of the Units, that, without limiting including prior to the foregoingfiling of any Supplementary Material, the Authorized Officers are, Company shall allow the Agent to review and each comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to take or cause fulfill its obligations as agent in order to be taken all such further actions and enable it to execute and deliver or cause the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings legal counsel to answer any questions which the Agent may have and to incur and pay all such fees and expenses as participate in their judgment shall one or more due diligence sessions to be necessary, proper or desirable held prior to carry into effect the purpose and intent of any and all filing of the foregoing resolutions, Prospectus Supplement and that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respectsSupplementary Material.

Filing of Prospectus Supplement. RESOLVED2.1 The Trust and the Corporation jointly represent, warrant and covenant to and with the Underwriters and acknowledge that the Proper Officers beUnderwriters are relying thereon in connection with the purchase of the Purchased Securities, that: (a) the Trust has relied upon the Shelf Procedures, has prepared and they hereby arefiled the Base Prospectus (in English and French) and all such other documents as are required under applicable Securities Laws (in English and, authorized and empoweredas required, in French), utilizing the name Passport System and on behalf has obtained a final receipt dated February 5, 2009 in respect of the CompanyBase Prospectus evidencing that final receipts of the Securities Commissions in each of the Provinces have been issued (the “Final Receipt”); (b) the Trust meets the general eligibility requirements for the use of Form F-10 and has filed the Registration Statement and an amendment thereto in respect of the Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus, each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the SEC and no other document incorporated by reference in the U.S. Base Prospectus contained therein has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions subsequent to the date of such effectiveness in the form heretofore delivered to the Co-Lead Underwriters for delivery by them to each of the other Underwriters; and (c) the Canadian Preliminary Prospectus has been filed with the Securities Commissions and no stop order suspending the effectiveness of the Registration Statement has been issued and, to the Trust’s and the Corporation’s knowledge, no proceeding for that purpose has been initiated or threatened by the SEC. The Trust shall prepare and file with the Securities as soon as reasonably possible and, in any event, not later than 5:00 p.m. (Calgary time) on February 10, 2009 (or such later date and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement to the base prospectus contained in the shelf registration statement on Form S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the offering and the Aspire Shares to Aspire, along with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 of the Securities Act, relating thereto (collectively, and together with all changes thereto time as may be approved agreed to in writing by the Proper OfficersCo-Lead Underwriters), to the extent appropriate under the Securities Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of the Prospectus Supplement and all such other documents as are required under applicable Securities Laws (in English and in French, as applicable) with the Securities Commissions and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in each of the Provinces through the Underwriters or any other investment dealer or broker registered in the applicable Provinces. Concurrent therewith, the Trust shall file the Prospectus Supplement (with such additions thereto and deletions therefrom as are permitted or required by the applicable rules and regulations of the SEC) with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the United States. 2.2 The Trust and the Corporation agree to allow the Underwriters, prior to the filing of the Prospectus Supplement with and any Prospectus Amendment, to participate fully in the Commission. FURTHER RESOLVEDpreparation of, that, without limiting and approve the foregoingform and content of, the Authorized Officers are, Prospectus Supplement and each of them hereby is, authorized any Prospectus Amendment and directed such other documents as may be required under the Securities Laws to proceed on behalf qualify the distribution of the Company and to take all such steps as are deemed necessary or appropriate, with Purchased Securities in the advice and assistance of counsel, to cause the Company to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of Provinces and in the name United States, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement and any Prospectus Amendment required to be executed by the Underwriters. 2.3 After the filing of the CompanyProspectus Supplement and until the conclusion of the distribution of the Purchased Securities, the Trust and the Corporation shall use their commercially reasonable efforts to take or cause to be taken all such further actions and steps as may from time to execute and deliver time be necessary to maintain the qualification of, or cause if the qualification shall cease for any reason to be executed and delivered all such further agreementsrequalify, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all distribution of the foregoing resolutions, and that all actions heretofore taken by any officer or director Purchased Securities in each of the Company Provinces and the United States; provided, however, that with respect to state securities law qualifications in connection with the transactions contemplated by United States, the agreements described herein are hereby approved, ratified and confirmed Trust shall not be obligated to file any general consent to service of process or to qualify as a foreign trust or as a dealer in all respectssecurities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectus Supplement. RESOLVED(a) The Company shall as soon as possible and in any event not later than 5:00 p.m. (Toronto time) on June 13, that 2019 comply with the Proper Officers be, and they hereby are, authorized and empowered, in the name and on behalf of the Company, Shelf Procedures to prepare and file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement to the base prospectus contained in the shelf registration statement on Form S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the offering and the Aspire Shares to Aspire, along with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 of the Securities Act, relating thereto (collectively, and together with all changes thereto as may be approved by the Proper Officers, to the extent appropriate under the Securities Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of the Prospectus Supplement and the filing of the Prospectus Supplement with the Commission. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and Securities Commissions in each of them hereby is, authorized and directed the Qualifying Jurisdictions. (b) The Company shall comply with the Securities Laws with respect to proceed on behalf the filing of the template version of any other marketing materials that has been approved by the Company and the Agent in the manner required under the Securities Laws (with any comparables and all disclosure relating to take all such steps as are deemed necessary or appropriatecomparables being redacted). (c) Until the distribution of the Units has been completed, with the advice and assistance of counsel, to cause the Company will promptly take, or cause to take be taken, all such action referred to herein commercially reasonable additional steps and to perform proceedings that are in its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, power to take or cause to be taken all and which may from time to time be required under the Securities Laws to continue to qualify the distribution of the Units in the Qualifying Jurisdictions or, if the Units have, for any reason, ceased to so qualify, to again qualify the Units, as applicable, for distribution in each of the Qualifying Jurisdictions. (d) Prior to the filing of the Prospectus Supplement and any Supplementary Material, the Company shall have permitted the Agent to review each of the Prospectus Supplement and such further actions Supplementary Material and shall have allowed the Agent to conduct any due diligence investigations which the Agent reasonably requires in order to fulfil its obligations as an agent under Canadian Securities Laws and in order to enable it to responsibly execute the certificate in the Prospectus Supplement and deliver or cause such Supplementary Material required to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect by it where applicable. Following the purpose and intent of any and all filing of the foregoing resolutions, Prospectus Supplement and that all actions heretofore taken by any officer or director prior to the completion of the distribution of the Units, the Company in connection with shall allow the transactions contemplated by Agent to conduct any due diligence investigations which the agreements described herein are hereby approved, ratified and confirmed in all respectsAgent reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Prospectus does not contain a misrepresentation as at such date.

Filing of Prospectus Supplement. RESOLVED2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Proper Officers beUnderwriters are relying thereon in connection with the purchase of the Purchased Securities, that: (a) it has elected to rely upon the Shelf Procedures, has prepared and they hereby arefiled the Base Prospectus (in English and French) and all such other documents as are required under applicable Canadian Securities Laws (in English and, authorized and empoweredas required, in French), utilizing the name Prospectus Review Procedures and on behalf has obtained a Passport Receipt dated January 22, 2021 in respect of the CompanyBase Prospectus evidencing that final receipts of the Securities Commissions in each of the Provinces and Territories have been issued or been deemed to have been issued; (b) the Corporation meets the general eligibility requirements for use of Form F-10 and has filed the Registration Statement and an amendment thereto in respect of the Securities and an appointment of agent for service of process on Form F-X (the Form F-X) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus, each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the SEC and no other document incorporated by reference in the U.S. Base Prospectus has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions subsequent to the date of such effectiveness in the form heretofore delivered to the Co-Lead Underwriters for delivery by them to each of the other Underwriters; (c) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the Corporation’s knowledge, no proceeding for that purpose has been initiated or threatened by the SEC; and (d) it has filed or shall promptly file the Canadian Preliminary Prospectus Supplement and the U.S. Preliminary Prospectus Supplement in the form previously delivered to the Underwriters with the Securities Commissions and with the SEC. The Corporation shall prepare and file with the Securities as soon as reasonably possible and, in any event, not later than 9:00 p.m. (Calgary time) on August 5, 2022 (or such later date and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement to the base prospectus contained in the shelf registration statement on Form S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the offering and the Aspire Shares to Aspire, along with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 of the Securities Act, relating thereto (collectively, and together with all changes thereto time as may be approved agreed to in writing by the Proper OfficersCo-Lead Underwriters), to the extent appropriate under the Securities Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of the Prospectus Supplement and all such other documents as are required under applicable Canadian Securities Laws (in English and in French, as appropriate) with the Securities Commissions and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in each of the Provinces and Territories through the Underwriters or any other investment dealer or broker registered in the applicable Provinces and Territories. As soon as possible thereafter, the Corporation shall file the U.S. Final Prospectus with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the United States. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Prospectus Supplement, to participate fully in the preparation of, and approve the form and content of, the Prospectus Supplement and such other documents as may be required under applicable Canadian Securities Laws to qualify the distribution of the Purchased Securities in the Provinces and Territories and as may be required under applicable U.S. securities laws to register the offer and sale of the Purchased Securities in the United States, in each case acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by the Underwriters. 2.3 After the filing of the Prospectus Supplement with and until the Commission. FURTHER RESOLVED, that, without limiting conclusion of the foregoingdistribution of the Purchased Securities, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, to Corporation shall take or cause to be taken all steps as may be from time to time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities in each of the Provinces and Territories and the offer and sale of the Purchased Securities in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the period commencing on the Execution Time and ending on the completion of the distribution of the Purchased Securities: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Securities, any such further actions marketing materials to comply with Canadian Securities Laws and to execute be acceptable in form and deliver substance to the Corporation, in its sole discretion; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Securities; (c) the Corporation shall file a template version of the English version of any such marketing materials on SEDAR on or cause before the day the marketing materials are first provided to be executed any potential investor of Purchased Securities, and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment any comparables shall be necessaryremoved from the template version in accordance with NI 44-102 prior to filing such on SEDAR (provided that if any such comparables are removed, proper or desirable to carry into effect the purpose and intent Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions, and all provided further that such comparables shall not be removed from the version filed with the SEC pursuant to Rule 433(d) under the U.S. Securities Act referred to below), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing, and the Corporation shall file any such marketing materials with the SEC pursuant to Rule 433(d) under the U.S. Securities Act on or before the day such marketing materials are first provided to any potential investor of Purchased Securities, unless an exemption is available from such filing requirement and the conditions to the availability of such exemption are satisfied. The French language version of any such marketing materials shall be filed on SEDAR prior to or concurrently with the filing of the foregoing resolutionsProspectus Supplement as contemplated herein and a copy thereof shall be delivered to the Underwriters as soon as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) and (b), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 9.A3(2) of NI 44-102 to potential investors of Purchased Securities in accordance with Canadian Securities Laws. 2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Annex D hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Securities with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and that all actions heretofore taken by any officer or director of then only to potential investors in the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified Provinces and confirmed in all respectsTerritories.

Filing of Prospectus Supplement. RESOLVED2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Proper Officers beUnderwriters are relying thereon in connection with the purchase of the Purchased Securities, that: (a) it has elected to rely upon the Shelf Procedures, has prepared and they hereby arefiled the Base Prospectus (in English and French) and all such other documents as are required under applicable Canadian Securities Laws (in English and, authorized and empoweredas required, in French), utilizing the name Prospectus Review Procedures and on behalf has obtained a Passport Receipt dated November 3, 2023 in respect of the CompanyBase Prospectus evidencing that receipts of the Securities Commissions in each of the Provinces have been issued or been deemed to have been issued; (b) the Corporation meets the general eligibility requirements for use of Form F-10 and has filed the Registration Statement in respect of the Securities and an appointment of agent for service of process on Form F-X (the Form F-X) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus, each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the SEC and no other document incorporated by reference in the U.S. Base Prospectus has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions subsequent to the date of such effectiveness in the form heretofore delivered to the Co-Lead Underwriters for delivery by them to each of the other Underwriters; (c) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the Corporation’s knowledge, no proceeding for that purpose has been initiated or threatened by the SEC; and (d) it has filed or shall promptly file the Canadian Preliminary Prospectus Supplement and the U.S. Preliminary Prospectus Supplement in the form previously delivered to the Underwriters with the Securities Commissions and with the SEC. The Corporation shall prepare and file with the Securities as soon as reasonably possible and, in any event, not later than 3:00 p.m. (Calgary time) on November 7, 2023 (or such later date and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a prospectus supplement to the base prospectus contained in the shelf registration statement on Form S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the offering and the Aspire Shares to Aspire, along with other documents, including any “Free Writing Prospectuses,” as defined in Rule 405 of the Securities Act, relating thereto (collectively, and together with all changes thereto time as may be approved agreed to in writing by the Proper OfficersCo-Lead Underwriters), to the extent appropriate under the Securities Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”); and FURTHER RESOLVED, that the Proper Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company to do any and all acts and things necessary or appropriate for, and the Board hereby ratifies, confirms and approves in all respects all actions of the Proper Officers heretofore taken with respect to, the preparation and completion of the Prospectus Supplement and all such other documents as are required under applicable Canadian Securities Laws (in English and in French, as appropriate) with the Securities Commissions and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in each of the Provinces through the Underwriters or any other investment dealer or broker registered in the applicable Provinces. As soon as possible thereafter, the Corporation shall file the U.S. Final Prospectus with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the United States. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Prospectus Supplement, to participate fully in the preparation of, and approve the form and content of, the Prospectus Supplement and such other documents as may be required under applicable Canadian Securities Laws to qualify the distribution of the Purchased Securities in the Provinces and as may be required under applicable U.S. securities laws to register the offer and sale of the Purchased Securities in the United States, in each case acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by the Underwriters. 2.3 After the filing of the Prospectus Supplement with and until the Commission. FURTHER RESOLVED, that, without limiting conclusion of the foregoingdistribution of the Purchased Securities, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Aspire Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, to Corporation shall take or cause to be taken all steps as may be from time to time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities in each of the Provinces and the offer and sale of the Purchased Securities in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the period commencing on the Bid Letter Acceptance Time and ending on the completion of the distribution of the Purchased Securities: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Securities, any such further actions marketing materials to comply with Canadian Securities Laws and to execute be acceptable in form and deliver substance to the Corporation, in its sole discretion; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Securities; (c) the Corporation shall file a template version of the English version of any such marketing materials on SEDAR+ on or cause before the day the marketing materials are first provided to be executed any potential investor of Purchased Securities, and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment any comparables shall be necessaryremoved from the template version in accordance with NI 44-102 prior to filing such on SEDAR+ (provided that if any such comparables are removed, proper or desirable to carry into effect the purpose and intent Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions, and all provided further that such comparables shall not be removed from the version filed with the SEC pursuant to Rule 433(d) under the U.S. Securities Act referred to below), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing, and the Corporation shall file any such marketing materials with the SEC pursuant to Rule 433(d) under the U.S. Securities Act on or before the day such marketing materials are first provided to any potential investor of Purchased Securities, unless an exemption is available from such filing requirement and the conditions to the availability of such exemption are satisfied. The French language version of any such marketing materials shall be filed on SEDAR+ prior to or concurrently with the filing of the foregoing resolutionsProspectus Supplement as contemplated herein and a copy thereof shall be delivered to the Underwriters as soon as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) and (b), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 9.A3(2) of NI 44-102 to potential investors of Purchased Securities in accordance with Canadian Securities Laws. 2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Annex D hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Securities with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and that all actions heretofore taken by any officer or director of then only to potential investors in the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respectsProvinces.