Common use of Financial Statements and Other Agreements Clause in Contracts

Financial Statements and Other Agreements. The financial statements of the Company included in the Registration Statement and the Prospectuses have been prepared in all material respects in compliance with applicable rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the Registration Statement and the Prospectuses conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectuses or to be filed with the Commission as exhibits to the Registration Statement or with the Canadian Authorities, that have not been so described or filed, or for which an exemption has been granted or an undertaking by the Company has been given. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and: (i) that is referred to in the Registration Statement or the Prospectuses; or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except: (x) as such enforceability may be limited by general equitable principles and bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally: (y) as enforceability of any indemnification or contribution provision may be limited under applicable laws, including the federal, state and provincial securities laws; and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

Financial Statements and Other Agreements. The financial statements of the Company included in the Registration Statement and the Prospectuses have been prepared prepared, in all material respects respects, in compliance with applicable the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards as adopted by the International Accounting Standards Board applied on a consistent basis during the periods involved (“GAAPIFRS”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the statement of financial position of the Company and its consolidated Subsidiaries Subsidiaries, as applicable, as of and for the dates thereof date indicated and the results consolidated statements of operations loss and other comprehensive income, cash flows and changes in equity for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the Registration Statement and the Prospectuses conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectuses or to be filed with the Commission as exhibits to the Registration Statement or with the Canadian Authorities, that have not been so described or filed, or for which an exemption has been granted or an undertaking by the Company has been given. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and: and (i) that is referred to in the Registration Statement or the Prospectuses; , or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except: except (x) as such enforceability may be limited by general equitable principles and bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally: , (y) as enforceability of any indemnification or contribution provision may be limited under applicable laws, including the federal, state and provincial securities laws; , and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

Financial Statements and Other Agreements. The financial statements of the Company included in the Registration Statement and the Prospectuses Prospectus have been prepared prepared, in all material respects respects, in compliance with applicable the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)IFRS, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS, and fairly present in all material respects the statement of financial position of the Company and its consolidated Subsidiaries Subsidiaries, as applicable, as of and for the dates thereof date indicated and the results consolidated statements of operations loss and other comprehensive income, cash flows and changes in equity for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the Registration Statement and the Prospectuses Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectuses Prospectus or to be filed with the Commission as exhibits to the Registration Statement or with the Canadian AuthoritiesStatement, that have not been so described or filed, or for which an exemption has been granted or an undertaking by the Company has been given. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and: and (i) that is referred to in the Registration Statement or the Prospectuses; Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except: except (xi) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally: , (yii) as enforceability limited by laws relating to the availability of any specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification or and contribution provision provisions may be limited under by applicable laws, including the federal, state and provincial securities laws; and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be broughtlaw. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.