Common use of Filing of Prospectus Clause in Contracts

Filing of Prospectus. 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares Securities in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 The Issuer will cause the Final Prospectus to be shall have been filed with the Regulatory Authorities, will deliver all necessary copies Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of the Prospectus Registration Statement, the ADS Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the Regulatory Authorities and will use its commercially reasonable efforts to have knowledge of the Prospectus accepted Company or the Underwriters, shall be contemplated by the Regulatory Authorities as soon as possible. 11.2 Commission. The Issuer will provide Registration Statement, the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus ADR Registration Statement, and any amendment all amendments thereto shall constitute not contain an untrue statement of a representation and warranty by the Issuer material fact or omit to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all state a material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is fact required to be stated therein or is necessary to make the statements of information contained therein not misleading misleading; the General Disclosure Package, and any amendment or supplement thereto, shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made. Such delivery , not misleading; the Final Prospectus, and any amendment or supplement thereto, shall also constitute not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Issuer’s consent to statements therein, in the Agent’s use light of the Prospectuscircumstances under which they are made, any amendment thereto not misleading; and any other documents supplied no Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Agent by statements therein, in the Issuer for the purpose light of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawscircumstances under which they are made, not misleading.

Filing of Prospectus. 11.1 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 5.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all material information and material statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of material information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Units and FT Shares in the Selling Jurisdictions in compliance herewith and with the Applicable Legislation. 5.4 The Issuer will comply with all applicable securities lawsrequirements of National Instrument 51-101.

Filing of Prospectus. 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, Prospectus and any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation. 4.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, affairs, management, directors and an assessment of management’s ability to find a Qualifying Transaction and manage the affairs of a public company. The Issuer covenants that it will afford the Agent with access to the contracts, financial statements, personal information forms, corporate records and other documents the Agent may reasonably request.

Filing of Prospectus. 11.1 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 5.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer Issuer, the Shares and the Offered Shares Agent’s Warrants and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in and the Selling Jurisdictions issuance of the Agent’s Warrants in compliance herewith and with the Applicable Legislation. 5.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, management and affairs and the Issuer covenants that it will afford the Agent with access to the contracts, properties, commitments, corporate records and other documents the Agent may reasonably request. The Issuer also covenants to use its best efforts to secure the cooperation of the Issuer's professional advisors (including its legal advisors, independent engineers and auditors) and the Issuer consents to the use and the disclosure of information obtained during the course of the due diligence investigation (including during any due diligence conference calls) where such disclosure is required by law or required by the Agent to maintain a defense to any regulatory or other civil action. The Issuer further covenants, during the term of this Agreement, to keep the Agent informed of all applicable securities lawsmaterial business and financial developments affecting the Issuer, whether or not requested by the Agent.

Filing of Prospectus. 11.1 6.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 6.2 Upon being satisfied, acting reasonably, that the Prospectus is in a form satisfactory for filing with the Commissions, the Agent shall execute the certificate of the Agent included with the Prospectus and use its commercially reasonable efforts to assist the Issuer in obtaining the Final Receipt. 6.3 The Issuer will provide the Agent with as many commercial copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 6.4 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Units and Flow- Through Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation. 6.5 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, management and affairs and the Issuer covenants that it will afford the Agent with access to the contracts, properties, commitments, corporate records and other documents the Agent may reasonably request. The Issuer also covenants to use its commercially reasonable efforts to secure the cooperation of the Issuer’s professional advisors (including its legal advisors and auditors) to participate in any due diligence conference calls required by the Agent, and the Issuer consents to the use and the disclosure of information obtained during the course of the due diligence investigation (including during the due diligence conference call) where such disclosure is required by law or required by the Agent to maintain a defence to any regulatory or other civil action.

Filing of Prospectus. 11.1 3.1 The Issuer will provide the Agents with a draft preliminary Prospectus as soon as practicable. 3.2 As soon as practicable after the Agents have indicated that they are satisfied with the form and substance of the draft preliminary Prospectus, the Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 3.3 The Issuer will provide the Agent Agents with as many copies of the Prospectus as the Agent may Agents reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 3.4 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent Agents that all information and statements (except information and statements supplied by and relating solely to the AgentAgents) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the AgentAgents) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s 's consent to the Agent’s Agents' use of the Prospectus, any amendment thereto and any other documents supplied to the Agent Agents by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions Provinces in compliance herewith and with all applicable securities lawsthe Applicable Legislation and in such other jurisdictions outside of Canada and the United States where the Shares may lawfully be sold.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of or information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many cause commercial copies of the Prospectus to be delivered to the Agent without charge, in such quantities and in such cities as the Agent may reasonably request at no charge request, as soon as possible after the filing of the Prospectus and such delivery will constitute the Issuer’s consent to the Agent within three Business Days Agent’s use of any such requestdocuments in connection with the Offering. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Units and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions Units in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 The Issuer will cause the Final Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Final Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Final Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Final Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Final Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Final Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares Securities in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent or provided by the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent or provided by the Agent) which is required to be stated therein or is necessary to make statements of or information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 5.2 The Issuer will provide the Agent with as many cause commercial copies of the Prospectus to be delivered to the Agent without charge, in such quantities and in such cities as the Agent may reasonably request at no charge request, as soon as possible after the filing of the Prospectus and such delivery will constitute the Issuer’s consent to the Agent within three Business Days Agent’s use of any such requestdocuments in connection with the Offering. 11.3 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. ‌ 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares Securities in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 5.2 The Issuer will provide the Agent with as many cause commercial copies of the Prospectus to be delivered to the Agent without charge, in such quantities and in such cities as the Agent may reasonably request at no charge request, as soon as possible after the filing of the Prospectus and such delivery will constitute the Issuer’s consent to the Agent’s use of such documents in connection with the Offering. The Agent within three Business Days will deliver to each purchase of any such requestthe Offered Shares a copy of the Prospectus in compliance with Applicable Legislation. 11.3 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 5.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer Issuer, the Shares and the Offered Shares Agent’s Warrants and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in and the Selling Jurisdictions issuance of the Agent’s Warrants in compliance herewith and with the Applicable Legislation. 5.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, management and affairs and the Issuer covenants that it will afford the Agent with access to the contracts, properties, commitments, corporate records and other documents the Agent may reasonably request. The Issuer consents to the use and the disclosure of information obtained during the course of the due diligence investigation where such disclosure is required by law or required by the Agent to maintain a defense to any regulatory or other civil action. The Issuer further covenants, during the term of this Agreement, to keep the Agent informed of all applicable securities lawsmaterial business and financial developments affecting the Issuer, whether or not requested by the Agent.

Filing of Prospectus. 11.1 12.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 12.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 12.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s 's consent to the Agent’s 's use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions British Columbia in compliance herewith and with all applicable the Securities Act (British Columbia). 12.4 With respect to matters involving the potential application of United States securities laws., the parties agree as follows: (a) it is intended that the initial sale of the Securities will be made solely to persons who are neither U.S. Persons, Distributors nor their affiliates, as those terms are used in SEC Regulation S; and (b) that in order for the sale of the Securities to qualify for the exemption from 1933 Act registration provided by SEC Rule 903(c)(2): (i) the Agent agrees that all offers and sales of the securities prior to the expiration of the 40 day restricted period specified in such Rule 903(c)

Filing of Prospectus. 11.1 3.1 The Issuer will provide the Agent with a draft preliminary Prospectus as soon as practicable. 3.2 As soon as practicable after the Agent has indicated that it is satisfied with the form and substance of the draft preliminary Prospectus, the Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 3.3 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 3.4 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s 's consent to the Agent’s 's use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions Provinces in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, Prospectus and any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 13.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 13.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 13.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s 's consent to the Agent’s 's use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares Units in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 5.2 The Issuer will provide the Agent Agents with as many copies of the Prospectus as the Agent may Agents reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent Agents that all information and statements (except information and statements supplied by and relating solely to the AgentAgents) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or and information supplied by and relating solely to the AgentAgents) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s Agents’ use of the Prospectus, any amendment thereto and any other documents supplied to the Agent Agents by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions Units in compliance herewith and with all applicable securities lawsthe Canadian Applicable Legislation.

Filing of Prospectus. 11.1 3.1 The Issuer will provide the Agent with a draft preliminary Prospectus as soon as practicable. 3.2 As soon as practicable after the Agent has indicated that it is satisfied with the form and substance of the draft preliminary Prospectus, the Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 3.3 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 3.4 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s 's consent to the Agent’s 's use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares Units in the Selling Jurisdictions Provinces in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares Securities in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days 3 business days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possible. 11.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such request. 11.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents ZKLFK WKH\ ZHUH PDGH 6XFK GHOLYHU\ VKD $JHQW·V XVH RI WKH 3URVSaHnyFoWtheXr Vdo cu meDntsQ\ DPHQG supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities laws.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to requests and the Agent within three Business Days will deliver to each purchaser of any such requestShares under the Offering a copy of the Prospectus in compliance with Applicable Legislation. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions in compliance herewith and with all applicable securities lawsthe Applicable Legislation. 4.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, management and affairs and the Issuer covenants that it will afford the Agent with access to the contracts, properties, commitments, corporate records and other documents the Agent may reasonably request. The Issuer also covenants to use its reasonable best efforts to secure the cooperation of the Issuer’s professional advisors (including its legal advisors and auditors) to participate in any due diligence conference calls required by the Agent, and the Issuer consents to the use and the disclosure of information obtained during the course of the due diligence investigation (including during any due diligence conference call) where such disclosure is required by law or required by the Agent to maintain a defense to any regulatory or other civil action.

Filing of Prospectus. 11.1 4.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 4.2 The Issuer will provide the Agent with as many copies of the final Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 4.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, Prospectus and any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions Provinces in compliance herewith and with all applicable securities lawsthe Applicable Legislation.

Filing of Prospectus. 11.1 6.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectus to the Regulatory Authorities and will use its commercially reasonable best efforts to have the Prospectus accepted by the Regulatory Authorities as soon as possibleAuthorities. 11.2 6.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent may reasonably request at no charge to the Agent within three Business Days of any such requestrequests. 11.3 6.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (except information and statements supplied by and relating solely to the Agent) contained in the Prospectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentation Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Offered Shares Securities and that no Material Fact or material information has been omitted therefrom (except facts or of information supplied by and relating solely to the Agent) which is required to be stated therein or is necessary to make statements of information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, any amendment thereto and any other documents supplied to the Agent by the Issuer for the purpose of the sale of the Offered Shares in the Selling Jurisdictions Units in compliance herewith and with all applicable securities lawsthe Applicable Legislation.