Common use of Flow-Through Shares Clause in Contracts

Flow-Through Shares. The Corporation hereby covenants with the Agent and the Purchasers of the Flow-Through Shares that: (i) the Corporation shall incur as soon as possible and in any event, during the Expenditure Period, Resource Expenses in an amount not less than the Commitment Amount; (ii) the Corporation shall renounce in favour of the Purchasers of the Flow-Through Shares and take all other actions necessary under the Tax Act and within the time periods required under the Tax Act in order for such renunciation to be valid and effective on or before December 31, 2004, Resource Expenses in an amount not less than the Commitment Amount; (iii) the Corporation shall file, pursuant to the Tax Act and any applicable provincial tax statute on a timely basis, the prescribed forms, including, without limitation, the form T100 and any applicable provincial equivalent required to be filed by the end of the month after the month in which the Closing Date occurs, together with a copy of the Subscription Agreements in respect of the Flow-Through Shares and all required supporting documents; (iv) the Corporation shall provide to the Purchasers of the Flow-Through Shares, as soon as possible after the Corporation has renounced Resource Expenses, all information and documents that the Purchasers of the Flow-Through Shares may reasonably require for income tax purposes; (v) the Corporation shall keep proper and complete books, records and accounts of all expenses incurred by the Corporation and all transactions affecting the Purchasers of the Flow-Through Shares and the use of the Commitment Amount and, upon reasonable notice, if required by the Purchasers of the Flow-Through Shares in order to satisfy any demand or request by Revenue Canada, if applicable, to make such books, records and accounts available for inspection and audit by or on behalf of the Purchasers of the Flow-Through Shares or Revenue Canada, if applicable; (vi) if the Corporation fails to renounce in favour of the Purchasers of the Flow-Through Shares, effective on or before December 31, 2004, Resource Expenses in an amount, after any adjustment pursuant to subsection 66(12.73) of the Tax Act, at least equal to the Commitment Amount, the Corporation shall pay forthwith after such failure becomes known an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(b) of the regulation to the Tax Act) payable by the Purchasers of the Flow-Through Shares under the Tax Act, if applicable, or the laws of any other province of Canada, as a consequence of such failure to renounce by the Corporation; (vii) the Corporation shall file with Revenue Canada within the time prescribed under subsection 66(12.68) of the Act the forms prescribed for the purposes of such legislation together with a copy of the Subscription Agreements in respect of the Flow-Through Shares and any "selling instrument" contemplated by such legislation and by the Subscription Agreements in respect of the Flow-Through Shares; (viii) the Corporation shall maintain its status as a "principal business corporation" as defined in subsection 66(15) of the Tax Act until January 1, 2006; (ix) the Corporation shall incur and renounce Resource Expenses pursuant to the Subscription Agreements in respect of the Flow-Through Shares before incurring and renouncing Resource Expenses pursuant to any other agreement which it has entered into or shall enter into with any Person with respect to the issue of Common Shares which are Flow-Through Shares or securities which are exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, the Corporation shall not, without the prior written consent of the Agent (which consent may be withheld in the sole discretion of the Agent) (i) enter into any other agreement which would prevent or restrict its ability to renounce to the Purchasers of the Flow-Through Shares, Resource Expenses in the amount of the Commitment Amount, or (ii) enter into any agreement in 2004 which provides for the issue of Common Shares which are Flow-Through Shares or securities exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, at an effective price per Common Share which is less than $0.25 and, if the Corporation is required under the Tax Act to reduce Resource Expenses previously renounced to the Purchasers of the Flow-Through Shares, the reduction shall be made pro rata by number of Flow-Through Shares purchased and provided that the Corporation shall not reduce Resource Expenses renounced to the Purchasers of the Flow-Through Shares under the Subscription Agreements in respect thereof until it has first reduced to the extent possible all CEE renounced to Persons other than the Purchasers of the Flow-Through Shares; (x) the Resource Expenses to be renounced by the Corporation to the Purchasers of the Flow-Through Shares: A. will constitute Resource Expense, with the Corporation using its best efforts to ensure that such Resource Expense qualifies as a Flow-Through Mining Expenditure, on the effective date of the renunciation, B. will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the applicable period as described in the definition of "expenses" in subsection 66(15) of the Tax Act, C. will not include any amount that has previously been renounced by the Corporation to the Purchasers of the Flow-Through Shares or to any other Person, D. would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Purchasers of the Flow-Through Shares, and E. will not be subject to any reduction under subsection 66(12.73) of the Tax Act;

Flow-Through Shares. The Corporation hereby covenants with With respect to the Agent and the Purchasers of the Flow-Through Shares thatFT Shares: (i) the Corporation shall incur as soon as possible and in any eventPretivm will, during the Expenditure Period, Resource incur expenses which are Qualifying Expenses in an amount not less equal to the Flow-Through Funds and will renounce such amount to the Purchasers of FT Shares effective no later than December 31, 2011 and otherwise comply with its obligations set forth in the Commitment AmountFT Subscription Agreements; (ii) Pretivm has not entered into any agreements or made any covenants with any parties that would restrict Pretivm from entering into the Corporation shall FT Subscription Agreements and agreeing to incur and renounce Qualifying Expenses during the Expenditure Period in favour accordance with the FT Subscription Agreements or that would require the prior renunciation to any other person of Qualifying Expenses prior to the Purchasers renunciation of the Flow-Through Shares and take all other actions necessary under Funds in favour of the Tax Act and within the time periods required under the Tax Act in order for such renunciation to be valid and effective on or before December 31, 2004, Resource Expenses in an amount not less than the Commitment AmountPurchasers; (iii) Pretivm has full corporate right, power and authority to enter into the Corporation shall fileFT Subscription Agreements, pursuant issue the FT Shares, incur and renounce to the Tax Act and any applicable provincial tax statute on a timely basisPurchasers, the prescribed forms, including, without limitation, the form T100 and any applicable provincial equivalent required Qualifying Expenses in an amount equal to be filed by the end of the month after the month in which the Closing Date occurs, together with a copy of the Subscription Agreements in respect of the Flow-Through Shares Funds and all required supporting documents; (iv) has no reason to believe it will be unable to incur during the Corporation shall provide Expenditure Period, and renounce to the Purchasers of the Flow-Through Shares, as soon as possible after the Corporation has renounced Resource Expenses, all information and documents that the Purchasers of the Flow-Through Shares may reasonably require for income tax purposes; (v) the Corporation shall keep proper and complete books, records and accounts of all expenses incurred by the Corporation and all transactions affecting the Purchasers of the Flow-Through Shares and the use of the Commitment Amount and, upon reasonable notice, if required by the Purchasers of the Flow-Through Shares in order to satisfy any demand or request by Revenue Canada, if applicable, to make such books, records and accounts available for inspection and audit by or on behalf of the Purchasers of the Flow-Through Shares or Revenue Canada, if applicable; (vi) if the Corporation fails to renounce in favour of the Purchasers of the Flow-Through SharesPurchasers, effective on or before December 31, 20042011, Resource Qualifying Expenses in an amount, after any adjustment pursuant to subsection 66(12.73) of the Tax Act, at least equal to the Commitment Amount, the Corporation shall pay forthwith after such failure becomes known an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(b) of the regulation to the Tax Act) payable by the Purchasers of the Flow-Through Shares under the Tax Act, if applicable, or the laws of any other province of Canada, as a consequence of such failure to renounce by the CorporationFunds; (viiiv) the Corporation shall file with Revenue Canada within representations and warranties made by Pretivm in the time prescribed under subsection 66(12.68) FT Subscription Agreements are, or will be, true and correct as of the Act date at which they are made and Pretivm will fulfill its obligations and comply with all the forms prescribed for the purposes of such legislation together with a copy covenants, terms and conditions of the FT Subscription Agreements in respect of the Flow-Through Shares and any "selling instrument" contemplated by such legislation and by the Subscription Agreements in respect of the Flow-Through SharesAgreements; (viiiv) at the Corporation shall maintain its status as a "principal business corporation" time of issuance, the FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act until January 1ITA and will not constitute “prescribed shares” or “prescribed rights” for the purpose of the definition of “flow-through share” in subsection 66(15) of the ITA and section 6202.1 of the regulations to the ITA; (vi) other than obligations to incur qualifying CEE in connection with the “flow-through” shares issued under the FT Subscription Agreements, 2006neither Pretivm nor any corporation “associated” (as defined in the ITA) with Pretivm is a party to any other agreement for the issuance of flow-through shares for which the required expenditures have not been incurred; (vii) the incurring and renunciation of Qualifying Expenses to the Purchasers pursuant to the FT Subscription Agreements, does not and will not constitute a breach of or default under the constating documents of Pretivm or any law, regulation, order or ruling applicable to Pretivm or any agreement, contract or indenture to which Pretivm is a party or by which it is bound; (viii) if Pretivm amalgamates with any one or more corporations, Pretivm will cause any shares issued to or held by Purchasers of FT Shares as a replacement for the FT Shares as a result of such amalgamation to qualify by virtue of subsection 87(4.4) of the ITA as “flow-through shares” as described in subsection 66(15) of the ITA and in particular to not be “prescribed shares” or “prescribed rights” as defined in section 6202.1 of the regulations to the ITA; (ix) the Corporation shall incur and Pretivm will not knowingly renounce Resource any Qualifying Expenses pursuant to the Subscription Agreements in respect a trust, corporation or partnership with which Pretivm has a “prohibited relationship” as defined as subsection 66(12.671) of the Flow-Through Shares before incurring and renouncing Resource Expenses pursuant to any other agreement which it has entered into or shall enter into with any Person with respect to the issue of Common Shares which are Flow-Through Shares or securities which are exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, the Corporation shall not, without the prior written consent of the Agent (which consent may be withheld in the sole discretion of the Agent) (i) enter into any other agreement which would prevent or restrict its ability to renounce to the Purchasers of the Flow-Through Shares, Resource Expenses in the amount of the Commitment Amount, or (ii) enter into any agreement in 2004 which provides for the issue of Common Shares which are Flow-Through Shares or securities exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, at an effective price per Common Share which is less than $0.25 and, if the Corporation is required under the Tax Act to reduce Resource Expenses previously renounced to the Purchasers of the Flow-Through Shares, the reduction shall be made pro rata by number of Flow-Through Shares purchased and provided that the Corporation shall not reduce Resource Expenses renounced to the Purchasers of the Flow-Through Shares under the Subscription Agreements in respect thereof until it has first reduced to the extent possible all CEE renounced to Persons other than the Purchasers of the Flow-Through SharesITA; (x) the Resource Qualifying Expenses to be renounced by the Corporation Pretivm pursuant to the Purchasers of the Flow-Through Shares: A. will constitute Resource Expense, with the Corporation using FT Subscription Agreements would be deductible by Pretivm in computing its best efforts to ensure that such Resource Expense qualifies as a Flow-Through Mining Expenditure, on the effective date of the renunciation, B. will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Regulations to the Tax Act income for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses ITA but for the applicable period as described in renunciation to Purchasers pursuant to the definition of "expenses" in subsection 66(15) of the Tax Act, C. FT Subscription Agreements and will not include any amount that has previously been renounced by the Corporation Pretivm to the Purchasers of the Flow-Through Shares a Purchaser or to any other Person, D. would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Purchasers of the Flow-Through Shares, and E. will not be subject to any reduction under subsection 66(12.73) of the Tax Act;person.

Flow-Through Shares. The Corporation hereby covenants with the Agent and the FT Purchasers of the Flow-Through Shares that: (i) for a period of at least 24 months from the Closing Date, the Corporation shall incur use all reasonable commercial efforts to remain a validly subsisting corporation licensed, registered or qualified as soon as possible an extra-provincial or foreign corporation in all jurisdictions where the character of the properties owned or leased by the Corporation or the nature of the activities conducted by the Corporation make such licensing, registration or qualification necessary and shall carry on the business thereof in the ordinary course and in any eventcompliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction (ii) the Corporation shall incur, during the Expenditure Period, Resource Expenses in an amount not less than the Commitment Amount; (iiiii) the Corporation shall renounce Resource Expenses in an amount equal to the Commitment Amount, in favour of the FT Purchasers of the Flow-Through Shares and take all other actions necessary under the Tax Act and the Taxation Act (Québec) and within the time periods required under the Tax Act and the Taxation Act (Québec) in order for such renunciation to be valid and effective on or before December 31, 2004, Resource Expenses in an amount not less than the Commitment Amount; (iii) the Corporation shall file, pursuant to the Tax Act and any applicable provincial tax statute on a timely basis, the prescribed forms, including, without limitation, the form T100 and any applicable provincial equivalent required to be filed by the end of the month after the month in which the Closing Date occurs, together with a copy of the Subscription Agreements in respect of the Flow-Through Shares and all required supporting documents2010; (iv) the Corporation shall provide to the FT Purchasers of the Flow-Through Shares, as soon as possible after the Corporation has renounced Resource Expenses, all information and documents that the FT Purchasers of the Flow-Through Shares may reasonably require for income tax purposes; (v) the Corporation shall keep proper and complete books, records and accounts of all expenses incurred by the Corporation and all transactions affecting the FT Purchasers of the Flow-Through Shares and the use of the Commitment Amount and, upon reasonable notice, if required by any FT Purchaser, by CRA or by the Purchasers of the Flow-Through Shares in order to satisfy any demand or request by ministère du Revenue Canadadu Québec, if applicable, to shall make such books, records and accounts available for inspection and audit by or on behalf of any FT Purchaser by CRA or by the Purchasers of the Flow-Through Shares or ministère du Revenue Canadadu Québec, if as applicable; (vi) if the Corporation fails to renounce in favour of the Purchasers of the Flow-Through Shares, effective on or before December 31, 2004FT Purchasers, Resource Expenses in an amount, after any adjustment pursuant to subsection 66(12.73) of the Tax Act, at least equal to the Commitment AmountAmount in accordance with the Tax Act and the Taxation Act (Québec), the Corporation shall pay forthwith to the FT Purchasers after such failure becomes known an amount equal to the amount of any tax (within the meaning of subparagraph “excluded obligation” in paragraph 6202.1(5)(b) of the regulation regulations to the Tax Act or proposed paragraph 6202.1(5)(c) of the regulations to the Tax Act) payable by the Purchasers of the Flow-Through Shares under the Tax Act, if applicable, or Act (and under any corresponding provincial legislation) by the laws of any other province of Canada, FT Purchasers as a consequence of such failure to renounce by the Corporation, provided that nothing in this paragraph shall derogate from any rights or remedies the FT Purchasers may have at common law; (vii) the Corporation shall file with Revenue Canada CRA and with the appropriate authorities in the Province of Québec and any other applicable provincial authorities within the time prescribed prescribed, and in any event on or before February 15, 2011, under subsection 66(12.68) of the Tax Act and the applicable section of the applicable provincial tax statute the forms prescribed for the purposes of such legislation legislation, including, without limitation, the form T101 and any applicable provincial tax statute required to be filed by the end of the month after the month in which the Closing Date occurs together with a copy of the FT Subscription Agreements in respect of the Flow-Through Shares and any "“selling instrument" ” contemplated by such legislation and by the FT Subscription Agreements in respect and shall provide to the applicable FT Purchasers a copy of such forms certified by two officers of the Flow-Through SharesCorporation; (viii) the Corporation shall maintain its status as a "principal “principal-business corporation" ” as defined in subsection 66(15) of the Tax Act hereof until January 1, 2006such time as all the Resource Expenses required to be renounced to FT Purchasers pursuant to the Offering have been incurred and validly renounced pursuant to the Tax Act; (ix) the Corporation shall incur and renounce Resource Expenses pursuant to the Subscription Agreements in respect of the Flow-Through Shares before incurring and renouncing Resource Expenses pursuant to any other agreement which it has entered into or shall enter into with any Person with respect to the issue of Common Shares which are Flow-Through Shares or securities which are exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, the Corporation shall not, without the prior written consent of the Agent (which consent may be withheld in the sole discretion of the Agent) (i) not enter into any other agreement which would prevent or restrict its ability to renounce to the FT Purchasers of the Flow-Through Shares, Resource Expenses in the an amount of equal to the Commitment Amount, or (ii) enter into any agreement in 2004 which provides for the issue of Common Shares which are Flow-Through Shares or securities exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, at an effective price per Common Share which is less than $0.25 Amount and, if the Corporation is required under the Tax Act or otherwise to reduce Resource Expenses previously renounced to the Purchasers of the Flow-Through SharesFT Purchasers, the reduction shall be made pro rata by number of Flow-Through Shares purchased and purchased, provided that the Corporation shall not reduce Resource Expenses renounced to the FT Purchasers of the Flow-Through Shares under the FT Subscription Agreements in respect thereof until it has first reduced reduced, to the extent possible required, all CEE renounced to Persons other than the FT Purchasers of under any other agreement pursuant to private placements or pursuant to other public offerings subsequent to the Flow-Through SharesOffering; (x) the Resource Expenses to be renounced by the Corporation to the Purchasers of the Flow-Through SharesFT Purchasers: A. (A) will constitute Resource Expense, with the Corporation using its best efforts to ensure that such Resource Expense qualifies as a Flow-Through Mining Expenditure, CEE on the effective date of the renunciationrenunciation and will qualify as Flow-Through Mining Expenditures, B. (B) will not include expenses that are "“Canadian exploration and development overhead expenses" ” (as defined in the Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which constitute specified expenses for the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the applicable period as described in the definition of "expenses" “expense” in subsection 66(15) of the Tax Act, C. (C) will not include any amount that has previously been renounced by the Corporation to the FT Purchasers of the Flow-Through Shares or to any other Person,, and D. (D) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation thereof to the FT Purchasers; (xi) except as required by the Tax Act, the Corporation shall not reduce the amount renounced to the FT Purchasers pursuant to subsection 66(12.6) and 66(12.66) of the Flow-Through Shares, and E. will Tax Act; (xii) the Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the FT Purchasers in an amount equal to the Commitment Amount; (xiii) if the Corporation receives, or becomes entitled to receive, any reduction government assistance which is described in the definition of “excluded obligation” in subsection 6202.1(5) of the regulations made under the Tax Act and the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the FT Purchasers to less than the Commitment Amount, the Corporation will incur additional Resource Expenses using funds from other sources in an amount equal to such assistance such that the aggregate Resource Expenses renounced to the FT Purchasers will be equal to the Commitment Amount; and (xiv) upon the Corporation becoming aware of the fact that the amount purportedly renounced pursuant to this Agreement exceeds the amount that it is entitled to renounce under the Tax Act, the Corporation will notify the Purchaser and the CRA immediately and comply with subsection 66(12.73) of the Tax Act;, including the filing with the CRA of the statement contemplated therein, in an expeditious manner.

Flow-Through Shares. The Corporation hereby covenants with the Agent Agents and the Purchasers of the Flow-Through Shares that: (i) for a period of a least 18 months from the Closing Date, the Corporation shall remain a validly subsisting corporation licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the properties owned or leased by the Corporation or the nature of the activities conducted by the Corporation make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction and use its best efforts to maintain its status as a reporting issuer not in default of any requirement of the Securities Laws of the Reporting Provinces and the listing on the Stock Exchanges of the Common Shares; (ii) the Corporation shall incur as soon as possible and in any event, during the Expenditure Period, Resource Expenses in an amount not less than the Commitment Amount; (iiiii) the Corporation shall renounce in favour of the Purchasers of the Flow-Through Shares and take all other actions necessary under the Tax Act and the Taxation Act (Québec) and within the time periods required under the Tax Act and the Taxation Act (Québec) in order for such renunciation to be valid and effective on or before December 31, 2004, Resource Expenses in an amount not less than the Commitment Amount; (iiiiv) the Corporation shall file, pursuant to the Tax Act and any applicable provincial tax statute statute, including the Taxation Act (Québec), on a timely basis, the prescribed forms, including, without limitation, the form T100 and any applicable provincial equivalent required to be filed by the end of the month after the month in which the Closing Date occurs, together with a copy of the Subscription Agreements in respect of the Flow-Through Shares and all required supporting documents; (ivv) the Corporation shall provide to the Purchasers of the Flow-Through SharesPurchasers, as soon as possible after the Corporation has renounced Resource Expenses, all information and documents that the Purchasers of the Flow-Through Shares may reasonably require for income tax purposes; (vvi) the Corporation shall keep proper and complete books, records and accounts of all expenses incurred by the Corporation and all transactions affecting the Purchasers of the Flow-Through Shares and the use of the Commitment Amount and, upon reasonable notice, if required by the Purchasers of the Flow-Through Shares in order to satisfy any demand or request by Revenue CanadaCRA or by the Ministère du Revenu du Québec, if applicable, to make such books, records and accounts available for inspection and audit by or on behalf of the Purchasers of or CRA or by the Flow-Through Shares or Revenue Canadaministère du Revenu du Québec, if applicable; (vivii) if the Corporation fails to renounce in favour of the Purchasers of the Flow-Through SharesPurchasers, effective on or before December 31, 2004, Resource Expenses in an amount, after any adjustment pursuant to subsection 66(12.73) of the Tax Act, at least equal to the Commitment Amount, the Corporation shall pay forthwith after such failure becomes known an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(b) of the regulation to the Tax Act) payable by the Purchasers of the Flow-Through Shares under the Tax ActAct or the Taxation Act (Québec), if applicable, or the laws of any other province of Canada, as a consequence of such failure to renounce by the Corporation; (viiviii) the Corporation shall file with Revenue Canada CRA and with the appropriate authorities in the Province of Québec within the time prescribed under subsection 66(12.68) of the Act and the applicable section of the Taxation Act (Québec) the forms prescribed for the purposes of such legislation together with a copy of the Subscription Agreements in respect of the Flow-Through Shares and any "selling instrument" contemplated by such legislation and by the Subscription Agreements in respect and shall forthwith following such filings provide to the Purchasers a copy of such forms certified by two officers of the Flow-Through SharesCorporation; (viiiix) the Corporation shall maintain its status as a "principal business corporation" as defined in subsection 66(15) of the Tax Act hereof until January 1, 2006; (ixx) the Corporation shall incur and renounce Resource Expenses pursuant to the Subscription Agreements in respect of the Flow-Through Shares before incurring and renouncing Resource Expenses pursuant to any other agreement which it has entered into or shall enter into with any Person with respect to the issue of Common Shares which are Flow-Through Shares or securities which are exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, the Corporation shall not, without the prior written consent of the Agent Agents (which consent may be withheld in the sole discretion of the AgentAgents) (i) enter into any other agreement which would prevent or restrict its ability to renounce to the Purchasers of the Flow-Through SharesPurchasers, Resource Expenses in the amount of the Commitment Amount, or (ii) enter into any agreement in 2004 with any Person which provides for the issue of Common Shares which are Flow-Through Shares or securities exchangeable or exercisable for, or convertible into, Common Shares which are Flow-Through Shares, at an effective price per Common Share which is less than $0.25 the Purchase Price and, if the Corporation is required under the Tax Act to reduce Resource Expenses previously renounced to the Purchasers of the Flow-Through SharesPurchasers, the reduction shall be made pro rata by number of Flow-Through Shares Offered Securities purchased and provided that the Corporation shall not reduce Resource Expenses renounced to the Purchasers of the Flow-Through Shares under the Subscription Agreements in respect thereof until it has first reduced to the extent possible all CEE renounced to Persons other than the Purchasers of the Flow-Through SharesPurchasers; (xxi) the Resource Expenses to be renounced by the Corporation to the Purchasers of the Flow-Through Shares:Purchasers A. will constitute Resource Expense, with the Corporation using its best efforts to ensure that such Resource Expense qualifies as a Flow-Through Mining Expenditure, CEE on the effective date of the renunciation, B. will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the Regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the applicable period as described in the definition of "expenses" in subsection 66(15) of the Tax Act, C. will not include any amount that has previously been renounced by the Corporation to the Purchasers of the Flow-Through Shares or to any other Person, D. would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Purchasers of the Flow-Through SharesPurchasers, and E. will not be subject to any reduction under subsection 66(12.73) of the Tax Act; (xii) the Corporation shall not reduce the amount renounced to the Purchasers pursuant to subsection 66(12.6) of the Tax Act; (xiii) the Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expense to the Purchasers in an amount equal to the Commitment Amount; (xiv) if the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations made under the Tax Act and the receipt or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Purchasers to less than the Commitment Amount, the Corporation shall remit to the Purchasers the benefit of all amounts received or receivable in respect of such government assistance; and (xv) the Corporation shall deliver to the Purchasers on or before March 1, 2005, a list of the provinces, territories or other jurisdictions in Canada where the Corporation has incurred, or intends to incur, Resource Expenses together with the amount incurred in each such province, territory or jurisdiction.