Common use of Liability of the Underwriters Clause in Contracts

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Securities Ltd. 80 % Mackie Research Capital Corporation 20 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1). (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Units, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, pursuant to the provisions of Sections 16, 17 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales of the Units in the United States or to a U.S. Person will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering Offered Securities at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Securities Canaccord Genuity Corp. 60 % Xxxxxxx Xxxxx Ltd. 80 % Mackie Research Capital Corporation 20 40 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).% (2) If an In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Securities (a the “Refusing UnderwriterDefaulted Securities”) shall not complete at the purchase and sale Time of the Units which such Underwriter has agreed to purchase hereunder for any reason whatsoeverClosing, the other Underwriters (Underwriter shall have the “Continuing Underwriters”) shall be entitledright, at their optionwithin 36 hours thereafter, to make arrangements to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all all, but not less than all all, of the Units which would otherwise Defaulted Securities, in such amounts as may be agreed upon and upon the terms set forth herein. If, however, the Underwriter shall have been purchased by not completed such Refusing Underwriter pro rata according to arrangements within such 36 hour period, then: (a) if the number of Units Defaulted Securities does not exceed 10% of the number of Offered Securities to have been acquired by be purchased hereunder, the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters non-defaulting Underwriter shall agree in writing. If the Continuing Underwriters do not elect be obligated to purchase or arrange to have purchased by a Substituted Purchaser the full amount thereof in the United States or who is a U.S. Person proportions that its respective underwriting obligations hereunder bear to the balance underwriting obligation of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and non-defaulting Underwriter, or (b) if the Company shall not be obliged to sell less than all number of Defaulted Securities exceeds 10% of the Unitsnumber of Offered Securities to be purchased on such date, and the Company this Agreement shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further without liability on the part of the Company or non-defaulting Underwriter. (3) No action taken pursuant to this Section 16 shall relieve the Continuing Underwriters, except, other than defaulting Underwriter from liability in respect of a Refusing Underwriter, pursuant its default to the provisions of Sections 16, 17 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales of the Units in the United States Company or to a U.S. Person will do so solely as an agent for an the non-defaulting Underwriter. (4) In the event of any such default which does not result in a termination of this Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven calendar days in order to effect any required changes to the Registration Statement and the Prospectuses.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) Offered Shares in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Desjardins Securities Ltd. 80 Inc.. 40.0% Mackie Research Capital Corporation 20 Cormark Securities Inc 35.0% 100.0 Clarus Securities Inc. 10.0% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Sxxxxx Xxxxxxxx Canada Inc. 10.0% Laurentian Bank Securities Inc. 5.0% (2) If an In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Shares (a the “Refusing UnderwriterDefaulted Securities”) shall at the Time of Closing, and (i) if the number of Defaulted Securities does not complete the purchase and sale exceed 10% of the Units which such Underwriter has agreed number of Offered Shares to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder for any reason whatsoever, bear to the other underwriting obligation of all non-defaulting Underwriters (the “Continuing Underwriters”); or (ii) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to if the number of Units Defaulted Securities exceeds 10% of the number of Offered Shares to have been acquired by be purchased on such date, the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units pursuant to the foregoing: (a) the Continuing Underwriters may, but shall not be obliged obligated to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Units, Defaulted Securities and the Company shall be entitled will have the right to either (a) proceed with the sale of the Offered Shares (less the Defaulted Securities) to the Continuing Underwriters, or (B) terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no hereunder without any further liability on the part of the Company or to the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections Section 15 and Section 16, . (3) No action taken pursuant to this Section 17 and 18. shall relieve any defaulting Underwriter from liability in respect of its default to the Company or to any non-defaulting Underwriter. (4) Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate broker-dealer affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the UnitsOffered Shares. Any U.S. Affiliate broker-dealer affiliate who makes any offers or sales of the Units Offered Shares in the United States or to a U.S. Person persons will do so solely as an agent for an Underwriter. (5) Without affecting the firm obligation of the Underwriters to purchase from the Company 9,067,400 Offered Shares at the Issue Price in accordance with this Underwriting Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Shares at the Issue Price, the Issue Price may be decreased by the Underwriters and further change from time to time to an amount not greater than the Issue Price specified herein. Such decrease in the Issue Price will not affect the Underwriting Fee to be paid by the Company to the Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Company, before deducting expenses of the Offering. The Underwriters will inform the Company if the Issue Price is decreased.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) Offered Shares hereunder shall be several, several (and not joint, nor joint or joint and several, and ) and: (a) each Underwriter shall be as to the following percentages to be purchased at any such time: Dundee Securities Ltd. 80 % Mackie Research Capital Corporation 20 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons obligated to purchase from and pay for only the Company some or all percentage of such Underwriter’s purchase obligation contained in this Section 19(1).the Offered Shares set out opposite its name below; (2b) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale if one of the Units Underwriters shall fail to purchase the applicable percentage of the Offered Shares which such Underwriter it has agreed to purchase hereunder for under this Agreement and such failure constitutes a default under any reason whatsoeverof its obligations under this Agreement, the other Underwriters (the “"Continuing Underwriters”") may, but shall not be entitledobligated to, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to the total number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as Offered Shares and the Continuing Underwriters shall agree have the right, by notice in writing. If writing to the Continuing Underwriters do Corporation to postpone the Time of Closing by not elect more than 48 hours to effect such purchase; (c) the applicable percentage of the Offered Shares which each Underwriter shall severally be obligated to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who and pay for is a U.S. Person the balance of the Units pursuant to the foregoingas follows: Sprott - 55% Xxxxxxx Xxxxx Ltd. - 30% Xxxxxxxxx XxXxxxxx & Partners - 15% (ad) if the Continuing Underwriters shall not be obliged elect to purchase any the balance of the Units that any Refusing Underwriter is obligated Offered Shares pursuant to purchase; and subsection 15(b) hereof then: (bi) the Company Corporation shall not be obliged to sell less than all of the Units, and Offered Shares; and (ii) the Company Corporation shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offerAgreement, in which event there shall be no further liability on the part of the Company Corporation or the Continuing Underwriters, except, other than Underwriters under this Agreement except in respect of a Refusing Underwriterany liability of the Corporation which may have arisen or may thereafter arise under sections 11, pursuant to the provisions of Sections 16, 17 and 1812 or 13 hereof. Nothing in this Underwriting Agreement section and no action taken pursuant to this section shall oblige relieve any U.S. Affiliate defaulting Underwriter from liability to purchase or arrange to have purchased by a Substituted Purchaser the Corporation in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales respect of the Units in the United States or to a U.S. Person will do so solely as an agent for an Underwritersuch default hereunder.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) Offered Shares in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Cormark Securities Ltd. 80 Inc. 35% Mackie Research Capital Corporation 20 Canaccord Genuity Corp. 35% 100.0 BMO Xxxxxxx Xxxxx Inc. 10% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Xxxxxxx Securities Inc. 10% RBC Dominion Securities Inc. 10% 100.0% (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units Offered Shares (the “Defaulting Securities”) which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their optionoption within 36 hours, to purchase or arrange make arrangements to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person purchase all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter Defaulting Securities, pro rata according to the number of Units Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If If, however, the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units Offered Shares within 36 hours pursuant to the foregoing: : (a) if the number of Defaulting Securities does not exceed 10% of the Offered Shares, the Continuing-Underwriters shall be obligated to purchase all but not less than all of the Defaulting Securities, pro rata according to the number of Offered Shares to have been acquired by the Continuing Underwriters hereunder; (b) if the number of Defaulting Securities exceeds 10% of the Offered Shares, the Continuing Underwriters may, but shall not be obliged to, purchase any of the Defaulting Securities, and if the Continuing Underwriters do not elect to purchase the Defaulting Securities (i) the Continuing Underwriters shall will not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchaseDefaulting Securities; and (bii) the Company shall not be obliged to sell less than all of the Units, Offered Shares; and (iii) the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1615, 17 16 and 1817. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate broker-dealer affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the UnitsOffered Shares. Any U.S. Affiliate broker dealer affiliate who makes any offers or sales of the Units Offered Shares in the United States or to a U.S. Person will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) Offered Securities in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, several (and not joint, jointly nor joint jointly and several, severally) and shall be as to the following percentages to be purchased at any such timepercentages: Dundee Xxxxxxxx Capital Inc. 30% GMP Securities Ltd. 80 L.P. 30% Mackie Research Capital Corporation 20 30% 100.0 Cormark Securities Inc. 10% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Total 100% (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units Offered Securities which such Underwriter has agreed to purchase hereunder for any reason whatsoeverwhatsoever (a “Refusing Underwriter”), the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Offered Securities which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units Offered Securities pursuant to the foregoing: : (a) the Continuing Underwriters shall not be obliged to purchase any of the Units Offered Securities that any Refusing Underwriter is obligated to purchase; and and (b) the Company shall not be obliged to sell less than all of the UnitsOffered Securities, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 16Section 13, Section 14, Section 15 and Section 17 of this Underwriting Agreement. Notwithstanding the foregoing, the Refusing Underwriter shall not be entitled to the benefit of the provisions of Section 13, Section 14, and 18Section 15 and Section 17 of this Underwriting Agreement following such termination. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the UnitsOffered Securities. Any U.S. Affiliate who makes any offers or sales of the Units in the United States or Offered Securities to a U.S. Person Persons will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Over-Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Cormark Securities Ltd. 80 Inc. 30 % Mackie Research Capital Corporation National Bank Financial Inc. 20 % 100.0 Paradigm Capital Inc. 20 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).BMO Xxxxxxx Xxxxx Inc. 15 % Casimir Capital Ltd. 7 % Canaccord Genuity Corp. 4 % TD Securities Inc. 4 % (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units (or the Additional Units, if the Over-Allotment Option is exercised) (the “Defaulted Securities”) which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Defaulted Securities which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units Defaulted Securities pursuant to the foregoing: : (a) if the number of Defaulted Securities does not exceed 5% of the number of Units to be purchased hereunder, the Continuing Underwriters shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all Continuing Underwriters, or (b) if the number of Defaulted Securities exceeds 5% of the number of Units to be purchased hereunder, the Continuing Underwriters may, but shall not be obliged obligated to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Units, Defaulted Securities and the Company shall be entitled have the right to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on either (i) proceed with the part sale of the Company or Units (less the Defaulted Securities) to the Continuing Underwriters, exceptor (ii) terminate its obligations hereunder without liability to the Continuing Underwriters, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1615, 17 16 and 1817. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales of the Units to persons in the United States or to a U.S. Person will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1a) The obligation of the Underwriters to purchase the Purchased Initial Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Closing Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Canaccord Genuity Corp. 60.0% PI Financial Corp. 20.0% Clarus Securities Ltd. 80 Inc. 15.0% Mackie Research Sprott Capital Corporation 20 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Partners LP 5.0% (2b) If an Underwriter (a “Refusing Underwriter”) any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the Units which such Underwriter has agreed to purchase hereunder aggregate amount of the Offered Securities at the Closing Time for any reason whatsoever, including by reason of Section 11, the other Underwriters (shall have the “Continuing Underwriters”) right, but shall not be entitled, at their optionobligated, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Offered Securities which would otherwise have been purchased by such Refusing the Underwriter pro rata according which fails to purchase. If, with respect to the number of Units Offered Securities, the non-defaulting Underwriters elect not to have been acquired by exercise such rights to assume the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance entire obligations of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) defaulting Underwriter, then the Company shall not be obliged have the right to sell less than all either (i) proceed with the sale of the Units, and Offered Securities (less the Company shall be entitled defaulted Offered Securities) to the non-defaulting Underwriters; or (ii) terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further hereunder without liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1612 and 14 in respect of the non-defaulting Underwriters. Additionally, 17 and 18. nothing in this Section 15 shall oblige the Company to sell to the Underwriters less than all of the Offered Securities or shall relieve an Underwriter in default hereunder from liability to the Company. (c) Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate Affiliates of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Unitsany Offered Securities. Any U.S. Affiliate Affiliates who makes any offers or sales of the Units Offered Securities in the United States or to a U.S. Person will do so solely as an agent for the Underwriters. (d) Without affecting the agreement of the Underwriters to purchase from the Company in aggregate 24,000,000 Initial Units at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters has made reasonable efforts to sell all of the Initial Units at the Offering Price, the price payable by the Purchasers may be decreased by the Underwriters and further changed from time to time to an Underwriteramount not greater than the Offering Price in compliance with applicable Canadian Securities Laws. In such case, the Commission realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Offered Securities is less than the gross proceeds to be paid by the Underwriters to the Company for the Offered Securities and such reduced-price sales will not affect the net proceeds to be received by the Company under the Offering.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Securities Ltd. 80 80% Mackie Research Capital Corporation 20 % 100.0 20% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1). (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Units, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, pursuant to the provisions of Sections 16, 17 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales of the Units in the United States or to a U.S. Person will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Offered Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Eight Capital 45.0% Canaccord Genuity Corp. 45.0% ATB Capital Markets Inc. 5.0% Beacon Securities Ltd. 80 Limited. 5.0% Mackie Research Capital Corporation 20 100% 100.0 % Each Underwriter may arrange for Substituted Purchasers The Company acknowledges, consents and agrees that Canaccord shall, in its sole discretion and without further notice to or consent of the United States Company, be entitled to assign its underwriting commitment pursuant to this Underwriting Agreement to any affiliate or who are U.S. Persons to purchase from the Company some or all subsidiary of Canaccord Genuity Group Inc., provided that, any such Underwriter’s purchase obligation contained in this Section 19(1)assignment shall not relieve Canaccord of any of its obligations hereunder. (2) If an In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Units (a the “Refusing UnderwriterDefaulted Securities”) shall at the Time of Closing, and (i) if the number of Defaulted Securities does not complete the purchase and sale exceed 15% of the number of Offered Units which such Underwriter has agreed to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder for any reason whatsoever, bear to the other underwriting obligation of all non-defaulting Underwriters (the “Continuing Underwriters”); or (ii) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to if the number of Defaulted Securities exceeds 15% of the number of Offered Units to have been acquired by be purchased on such date, the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units pursuant to the foregoing: (a) the Continuing Underwriters may, but shall not be obliged obligated to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Units, Defaulted Securities and the Company shall be entitled will have the right to either (a) proceed with the sale of the Offered Units (less the Defaulted Securities) to the Continuing Underwriters, or (B) terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no hereunder without any further liability on the part of the Company or to the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections Section 15 and Section 16, . (3) No action taken pursuant to this Section 17 and 18. shall relieve any defaulting Underwriter from liability in respect of its default to the Company or to any non-defaulting Underwriter. (4) Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate broker-dealer affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Offered Units. Any U.S. Affiliate broker-dealer affiliate who makes any offers or sales of the Offered Units in the United States or to a U.S. Person persons will do so solely as an agent for an Underwriter. (5) Without affecting the firm obligation of the Underwriters to purchase from the Company 17,699,200 Offered Units at the Issue Price in accordance with this Underwriting Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Units at the Issue Price, the Issue Price may be decreased by the Underwriters and further change from time to time to an amount not greater than the Issue Price specified herein. Such decrease in the Issue Price will not affect the Underwriting Cash Fee to be paid by the Company to the Underwriters nor the Compensation Warrants to be issued and delivered by the Company to the Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Company, before deducting expenses of the Offering. The Underwriters will inform the Company if the Issue Price is decreased.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering Offered Securities at the Closing Time of or at any Option Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) Time, as applicable, shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Canaccord Genuity Corp. 42.5% Beacon Securities Ltd. 80 Limited 42.5% Mackie Research Capital Corporation 20 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).PI Financial Corp. 15% (2) If an In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Securities (a the “Refusing UnderwriterDefaulted Securities”) shall not complete at the purchase and sale of the Units which such Underwriter has agreed to purchase hereunder for Closing Time or at any reason whatsoeverOption Closing Time, as applicable, the other Underwriters (shall have the “Continuing Underwriters”) shall be entitledright, at their optionwithin 36 hours thereafter, to make arrangements to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all all, but not less than all all, of the Units which would otherwise Defaulted Securities, in such amounts as may be agreed upon and upon the terms set forth herein. If, however, the Underwriter shall have been purchased by not completed such Refusing Underwriter pro rata according to arrangements within such 36 hour period, then: (a) if the number of Units Defaulted Securities does not exceed 10% of the number of Offered Securities to have been acquired by be purchased hereunder, the Continuing Underwriters hereunder or in such proportion as the Continuing non-defaulting Underwriters shall agree in writing. If the Continuing Underwriters do not elect be obligated to purchase or arrange to have purchased by a Substituted Purchaser the full amount thereof in the United States or who is a U.S. Person proportions that their respective underwriting obligations hereunder bear to the balance underwriting obligation of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the number of Offered Securities to be purchased hereunder, the Company shall not be obliged have the right to sell less than all either (i) proceed with the sale of the UnitsOffered Securities, and as applicable (less the Company shall be entitled to Defaulted Securities), with the non- defaulting Underwriters, or (ii) terminate its obligations under this Underwriting Agreement arising from its acceptance of this offerhereunder without liability, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1613, 17 14 and 18. Nothing 15 in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales respect of the Units non-defaulting Underwriters. (3) No action taken pursuant to this Section 16 shall relieve the defaulting Underwriter from liability in respect of its default to the United States Company or to a U.S. Person will do so solely as an agent for an any non-defaulting Underwriter. (4) In the event of any such default which does not result in a termination of this Agreement, either the Underwriters or the Company shall have the right, acting reasonably, to postpone the Closing Date or any Option Closing Date for a period not exceeding seven calendar days in order to effect any required changes to the Prospectus.

Liability of the Underwriters. (1a) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) Initial Shares in connection with the Offering at the Closing Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Securities PI Financial Corp. 45% Canaccord Genuity Corp. 15% CIBC World Markets Inc. 12% Xxxxxxx Xxxxx Ltd. 80 12% Mackie Research Capital Corporation 20 Xxxxxx Xxxxxxxx Canada Inc. 12% 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).BMO Xxxxxxx Xxxxx Inc. 4% (2b) If an Underwriter (a “Refusing Underwriter”) any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the Units which such Underwriter has agreed to purchase hereunder aggregate amount of the Offered Securities at the Closing Time for any reason whatsoever, including by reason of Section 11, the other Underwriters (shall have the “Continuing Underwriters”) right, but shall not be entitled, at their optionobligated, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Offered Securities which would otherwise have been purchased by such Refusing the Underwriter pro rata according which fails to purchase. If, with respect to the number of Units Offered Securities, the non-defaulting Underwriters elect not to have been acquired by exercise such rights to assume the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance entire obligations of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) defaulting Underwriter, then the Company shall not be obliged have the right to sell less than all either (i) proceed with the sale of the Units, and Offered Securities (less the Company shall be entitled defaulted Offered Securities) to the non-defaulting Underwriters; or (ii) terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further hereunder without liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1612 and 14 in respect of the non-defaulting Underwriters. Additionally, 17 and 18. nothing in this Section 15 shall oblige the Company to sell to the Underwriters less than all of the Offered Securities or shall relieve an Underwriter in default hereunder from liability to the Company. (c) Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Unitsany Offered Securities. Any U.S. Affiliate who makes any offers or sales of the Units Offered Securities in the United States or to a U.S. Person will do so solely as an agent for the Underwriters. An Underwriter will not be liable to the Company under this Agreement, including Schedule "A" hereto, with respect to a violation by another Underwriter, its U.S. Affiliate or any Selling Firm not engaged by such Underwriter of the provisions of this Agreement, including Schedule "A" hereto, if the former Underwriter or its U.S. Affiliate, as applicable, is not also in violation. (d) Without affecting the agreement of the Underwriters to purchase from the Company in aggregate 20,000,000 Initial Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters has made reasonable efforts to sell all of the Initial Shares at the Offering Price, the price payable by the Purchasers may be decreased by the Underwriters and further changed from time to time to an Underwriteramount not greater than the Offering Price in compliance with applicable Canadian Securities Laws. In such case, the Commission realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Offered Securities is less than the gross proceeds to be paid by the Underwriters to the Company for the Offered Securities and such reduced-price sales will not affect the net proceeds to be received by the Company under the Offering.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional UnitsOver- Allotment Securities, if as the Over-Allotment Option is exercised) in connection with the Offering case may be, at the Time of Closing on the Closing Date (or the Over-Allotment Option Closing Date in Time, as the case of the exercise of the Over- Allotment Option) may be, shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Purchased Units or the Over-Allotment Securities, as the case may be, to be purchased at any such time: Dundee Canaccord Genuity Corp. 30.0% PI Financial Corp. 30.0% CIBC World Markets Inc. 11.5% Xxxxxxx Xxxxx Ltd. 11.5% Cormark Securities Ltd. 80 Inc. 8.5% Mackie Research Paradigm Capital Corporation 20 Inc. 8.5% 100.0 100.0% Each Underwriter may arrange for Substituted Purchasers in If one of the United States or who are U.S. Persons Underwriters fails to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1). (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale its applicable percentage of the aggregate amount of the Purchased Units which such Underwriter has agreed to purchase hereunder for any reason whatsoeveror the Over-Allotment Securities, as the case may be, at the Time of Closing or the Option Closing Time, as the case may be, the other Underwriters (shall have the “Continuing Underwriters”) right, but shall not be entitled, at their optionobligated, to purchase on a pro rata basis according to the percentage of the Purchased Units or arrange the Over-Allotment Securities, as the case may be, which such Underwriters have agreed to have purchased by a Substituted Purchaser in the United States purchase as set out above (or who is a U.S. Person such other basis as they may agree), all but not less than all all, of the applicable Purchased Units or the Over-Allotment Securities, as the case may be, which would otherwise have been purchased by the Underwriter that failed to purchase and to receive the defaulting Underwriter’s portion of the Underwriting Fee in respect thereof. In the event that such Refusing Underwriter pro rata according right is not exercised, the other Underwriters shall be relieved of all obligations to the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; Company and (b) the Company shall not be obliged obligated to sell less than all of the UnitsPurchased Units or Over-Allotment Securities, as the case may be, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, pursuant to the provisions of except for those under Sections 16, 17 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate Notwithstanding the foregoing, if the total number of Purchased Units or Over-Allotment Securities, as applicable, that one or more defaulting Underwriters has failed to purchase or arrange to have purchased by a Substituted Purchaser in (the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales “Default Securities”) does not exceed 5% of the number of Purchased Units in or Over-Allotment Securities, as applicable, to be purchased hereunder, the United States Company shall be entitled to require each Underwriter to purchase the Default Securities on a pro rata basis according to the percentage of the Purchased Units or Over-Allotment Securities, as the case may be, which such Underwriters have agreed to a U.S. Person will do so solely purchase as an agent for an Underwriterset out above.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Offered Units (or and the Additional Units, Over-Allotment Securities if the Over-Allotment Option is exercised) in connection with the Offering at the applicable Time of Closing on the Closing Date (or the Over-Over- Allotment Closing Date in Date, as the case of the exercise of the Over- Allotment Optionmay be) shall be several, and not joint, nor joint and several, and shall be as to the following percentages of the Offered Securities to be purchased at any such time: Dundee Beacon Securities Ltd. 80 Limited 37.5 % Mackie Research Capital Corporation 20 Canaccord Genuity Corp. 30.0 % Echelon Wealth Partners Inc. 12.5 % Stifel GMP 7.5 % Industrial Alliance Securities Inc. 7.5 % M Partners Inc. 5.0 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).% (2) If an Underwriter (a “"Refusing Underwriter”") shall not complete the purchase and sale of the Offered Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “"Continuing Underwriters”") shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Offered Units which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Offered Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Offered Units pursuant to the foregoing: : (a) the Continuing Underwriters shall not be obliged to purchase any of the Offered Units that any Refusing Underwriter is obligated to purchase; and and (b) the Company shall not be obliged to sell less than all of the Offered Units, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections Section 14, Section 15 and Section 16, 17 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the UnitsOffered Securities. Any U.S. Affiliate broker-dealer who makes any offers or sales of the Units Offered Securities in the United States or to a U.S. Person will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units (or the Additional Units, if the Over-Allotment Option is exercised) Offered Securities in connection with the Offering at the applicable Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, several and not joint, nor joint or joint and several, several and shall be as to the following percentages of the Offered Securities to be purchased at any such that time: Dundee Securities Ltd. 80 BMO Xxxxxxx Xxxxx Inc. 50 % Mackie Research Capital Corporation National Bank Financial Inc. 20 % 100.0 Scotia Capital Inc. 20 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).CIBC World Markets Inc. 10 % 100 % (2) If an Underwriter (a “Refusing Underwriter”) In the event that one or more Underwriters shall not complete the purchase and sale of the Units which such Underwriter has agreed fail to purchase hereunder for any reason whatsoever, the other Underwriters applicable percentage of Offered Securities (the “Continuing UnderwritersDefaulted Securities”) at the Time of Closing, and such failure shall be entitledconstitute a default by such one or more of them of the performance of its or their obligations hereunder, at their optionthe non-defaulting Underwriters shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all all, but not less than all, of the Defaulted Securities, in such amounts as may be agreed upon by the non-defaulting Underwriters and upon the terms set forth herein. If, however, the Underwriters shall have not completed such arrangements within such 36 hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Common Shares to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally, and not jointly, nor jointly and severally, to purchase all of the Units which would otherwise have been purchased by such Refusing Underwriter pro rata according Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or (b) if the number of Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance Defaulted Securities exceeds 10% of the Units pursuant number of Common Shares to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase purchased on such date, any of the Units that any Refusing non-defaulting Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Units, and the Company shall be entitled to terminate its obligation to purchase the Common Shares agreed to be purchased by it as set forth in Section 15(1), and each of such non-defaulting Underwriter and the Corporation shall be relieved of its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there Agreement. For greater certainty the Corporation shall be under no further obligation to sell any Offered Securities unless all Offered Securities are sold. No action taken pursuant to this Section 15 shall relieve any defaulting Underwriter from liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, pursuant its default to the provisions of Sections 16, 17 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales of the Units in the United States Corporation or to a U.S. Person will do so solely as an agent for an any non-defaulting Underwriter. (3) In the event of any such default which does not result in a termination of this Agreement, either the Underwriters or the Corporation shall have the right to postpone the Closing Date or Option Closing date, as applicable, for a period not exceeding seven (7) calendar days in order to effect any required changes to the Offering Documents.

Liability of the Underwriters. (1a) The obligation of the Underwriters to purchase the Purchased Initial Units (or the Additional Units, if the Over-Allotment Option is exercised) in connection with the Offering at the Closing Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Securities PI Financial Corp. 41.0% Canaccord Genuity Corp. 35.0% Xxxxxxx Xxxxx Ltd. 80 9.0% Mackie Research Capital Corporation 20 X.X. Xxxxxxxxxx & Co., LLC 5.0% 100.0 Xxxx Canada Inc. 5.0% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Xxxxxx Xxxxxxxx Canada Inc. 5.0% (2b) If an Underwriter (a “Refusing Underwriter”) any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the Units which such Underwriter has agreed to purchase hereunder aggregate amount of the Offered Securities at the Closing Time for any reason whatsoever, including by reason of Section 11, the other Underwriters (shall have the “Continuing Underwriters”) right, but shall not be entitled, at their optionobligated, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Offered Securities which would otherwise have been purchased by such Refusing the Underwriter pro rata according which fails to purchase. If, with respect to the number of Units Offered Securities, the non-defaulting Underwriters elect not to have been acquired by exercise such rights to assume the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance entire obligations of the Units pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) defaulting Underwriter, then the Company shall not be obliged have the right to sell less than all either (i) proceed with the sale of the Units, and Offered Securities (less the Company shall be entitled defaulted Offered Securities) to the non-defaulting Underwriters; or (ii) terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further hereunder without liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1612 and 14 in respect of the non-defaulting Underwriters. Additionally, 17 and 18. nothing in this Section 15 shall oblige the Company to sell to the Underwriters less than all of the Offered Securities or shall relieve an Underwriter in default hereunder from liability to the Company. (c) Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Unitsany Offered Securities. Any U.S. Affiliate who makes any offers or sales of the Units Offered Securities in the United States or to a U.S. Person will do so solely as an agent for the Underwriters. An Underwriter will not be liable to the Company under this Agreement, including Schedule "A" hereto, with respect to a violation by another Underwriter, its U.S. Affiliate or any Selling Firm not engaged by such Underwriter of the provisions of this Agreement, including Schedule "A" hereto, if the former Underwriter or its U.S. Affiliate, as applicable, is not also in violation. (d) Without affecting the agreement of the Underwriters to purchase from the Company in aggregate 20,700,000 Initial Units at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters has made reasonable efforts to sell all of the Initial Units at the Offering Price, the price payable by the Purchasers may be decreased by the Underwriters and further changed from time to time to an Underwriteramount not greater than the Offering Price in compliance with applicable Canadian Securities Laws. In such case, the Commission realized by the Underwriters will be decreased by the amount that the aggregate price paid by the Purchasers for the Offered Securities is less than the gross proceeds to be paid by the Underwriters to the Company for the Offered Securities and such reduced-price sales will not affect the net proceeds to be received by the Company under the Offering.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units Shares (or the Additional UnitsShares, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: GMP Securities L.P. 45.0% BMO Xxxxxxx Xxxxx Inc. 15.0% Scotia Capital Inc. 15.0% Canaccord Capital Corporation 5.0% Cormark Securities Inc. 5.0% Dundee Securities Corporation 5.0% Xxxxxxx Securities Inc. 5.0% Macquarie Capital Markets Canada Ltd. 80 % Mackie Research Capital Corporation 20 % 100.0 % Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).5.0% (2) If an In the event that any Underwriter (a “Refusing Underwriter”) shall not complete the fail to purchase and sale its applicable percentage of the Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters Offered Shares (the “Continuing UnderwritersDefaulted Securities”) at the Closing Time, the Underwriters shall be entitledhave the right, at their optionwithin 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriter(s), to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all all, but not less than all all, of the Units which would otherwise Defaulted Securities, in such amounts as may be agreed upon and upon the terms set forth herein. If, however, the Underwriters shall have been purchased by not completed such Refusing Underwriter pro rata according to arrangements with such 36 hour period, then: (i) if the number of Units Defaulted Securities does not exceed 10% of the number of Offered Shares to have been acquired by be purchased hereunder, the Continuing Underwriters hereunder or in such proportion as the Continuing non-defaulting Underwriters shall agree in writing. If the Continuing Underwriters do be obligated, each several, and not elect jointly, nor jointly and several, to purchase or arrange to have purchased by a Substituted Purchaser the full amount thereof in the United States proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters; or who is a U.S. Person (ii) if the balance number of Defaulted Securities exceeds 10% of the Units pursuant number of Offered Shares to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the Unitspurchased on such date, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no terminate without any further liability on the part of the Company or the Continuing non- defaulting Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1615, 17 16 and 18. 17. (3) No action taken pursuant to this Section 18 shall relieve any defaulting Underwriter from liability in respect of its default to the Company or to any non-defaulting Underwriter. (4) In the event of any such default which does not result in a termination of this Underwriting Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven calendar days in order to effect any required changes to the closing documents or other relevant documentation relating to the Offering. (5) Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate broker-dealer affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the UnitsOffered Shares. Any U.S. Affiliate broker dealer affiliate who makes any offers or sales of the Units Offered Shares in the United States or to a U.S. Person persons will do so solely as an agent for an Underwriter.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units Debentures (or the Additional UnitsDebentures, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Securities Ltd. 80 35.0% Mackie Research Scotia Capital Corporation 20 Inc. 35.0% 100.0 National Bank Financial Inc. 20.0% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Xxxxxxx Securities Inc. 7.5% Versant Partners Inc. 2.5% 100.0% (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units Offered Debentures which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Offered Debentures which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units Offered Debentures to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units Offered Debentures pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units Offered Debentures that any Refusing Underwriter is obligated to purchase; and (b) the Company Corporation shall not be obliged to sell less than all of the UnitsOffered Debentures, and the Company Corporation shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company Corporation or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 16Section 15, 17 Section 16 and 18Section 17. Nothing in this Underwriting Agreement shall oblige any obligate a U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the UnitsOffered Debentures. Any Underwriter or U.S. Affiliate who broker-dealer or Selling Firm that makes any offers or and sales of the Units in the United States or Offered Debentures to a U.S. Person Qualified Institutional Buyers will do so solely as an agent for an Underwriteronly in accordance with Schedule “A” hereto.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units Shares (or the Additional UnitsShares, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such timepercentages: Dundee Xxxxxx Xxxxxxxx Canada Inc. 30% Wellington West Capital Markets Inc. 21% Macquarie Capital Markets Canada Ltd. 21% Cormark Securities Ltd. 80 Inc. 16% Mackie Research Capital Corporation 20 8% 100.0 Clarus Securities Inc. 2% Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(1).Stonecap Securities Inc. 2% 100% (2) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Units Offered Shares which such Underwriter has agreed to purchase hereunder for any reason whatsoeverwhatsoever (the “Defaulted Shares”), the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person all but not less than all of the Units Offered Shares which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Units Offered Shares to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Units Offered Shares pursuant to the foregoingforegoing and the number of Defaulted Shares does not exceed 10% of the Offered Shares, the Continuing Underwriters will be obligated to purchase the Defaulted Shares on a pro rata basis. If the number of Defaulted Shares exceeds 10% of the Offered Shares: (a) the Continuing Underwriters shall not be obliged to purchase any of the Units Offered Shares that any Refusing Underwriter is obligated to purchase; and (b) the Company shall not be obliged to sell less than all of the UnitsOffered Shares, and the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 1615, 17 16 and 18. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Units. Any U.S. Affiliate who makes any offers or sales of the Units in the United States or to a U.S. Person will do so solely as an agent for an Underwriter17.

Liability of the Underwriters. (1) The obligation of the Underwriters to purchase the Purchased Units Shares (or and the Additional Units, Shares if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time: Dundee Cormark Securities Ltd. Inc. 80 % Mackie Research Capital Corporation M Partners Inc. 20 % 100.0 % 100 % (2) Each Underwriter may arrange for Substituted Purchasers in the United States or who are U.S. Persons to purchase from the Company some or all of such Underwriter’s purchase obligation contained in this Section 19(118(1). (23) If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Firm Units (the “Defaulting Securities”) which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their optionoption within 36 hours, to purchase or arrange make arrangements to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person purchase all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter Defaulting Securities, pro rata according to the number of Firm Units to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If If, however, the Continuing Underwriters do not elect to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the balance of the Firm Units within 36 hours pursuant to the foregoing: (a) if the number of Defaulting Securities does not exceed 10% of the Firm Units, the Continuing-Underwriters shall be obligated to purchase all but not less than all of the Defaulting Securities, pro rata according to the number of Firm Units to have been acquired by the Continuing Underwriters hereunder; (b) if the number of Defaulting Securities exceeds 10% of the Firm Units, the Continuing Underwriters may, but shall not be obliged to, purchase any of the Defaulting Securities, and if the Continuing Underwriters do not elect to purchase the Defaulting Securities (i) the Continuing Underwriters will not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchaseDefaulting Securities; and (bii) the Company shall not be obliged to sell less than all of the Firm Units, ; and (iii) the Company shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offerAgreement, in which event there shall be no further liability on the part of the Company or the Continuing Underwriters, except, other than in respect of a Refusing Underwriter, except pursuant to the provisions of Sections 16Section 10, 17 Section 11 and 18Section 5. Nothing in this Underwriting Agreement shall oblige any U.S. Affiliate broker-dealer affiliate of any of the Underwriters to purchase or arrange to have purchased by a Substituted Purchaser in the United States or who is a U.S. Person the Firm Units. Any U.S. Affiliate broker dealer affiliate who makes any offers or sales of the Firm Units in the United States or to a U.S. Person will do so solely as an agent for an Underwriter.