Common use of Nature of Transaction Clause in Contracts

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, subject to any restrictions herein, shall purchase Offered SharesUnits, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementAgreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Units in the United States or to or for the account or benefit of U.S. Persons), provided that the Underwriters further agree that no Offered Units will be marketed, offered, distributed or sold in Quebec or to any person resident of Quebec as determined under applicable securities laws. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares Units outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Underwriters agree to offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Offered Units to purchasers in the United States or to or for the account or benefit of U.S. Persons only in compliance with Schedule “A” attached hereto, and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdictions.

Nature of Transaction. Each purchaser participating (1) The Corporation understands that, although the Underwriters have agreed to purchase the Subscription Receipts in accordance with the terms and conditions set out in this Agreement, the Underwriters will endeavour to arrange for Substituted Purchasers for the Subscription Receipts in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant Jurisdictions, subject to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified acceptance by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agreeCorporation, acting reasonably, in order to fully comply with Applicable Laws and of the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection Subscription Agreements, with the distribution effect that such Substituted Purchasers shall be the initial Purchasers of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Lawsapplicable Subscription Receipts. The Underwriters agree acknowledge that, subject to use commercially reasonable efforts the conditions contained in Section 6 being satisfied and subject to assist the Company rights of the Underwriters contained in Section 15, the Underwriters are obligated to purchase or cause to be purchased all of the Subscription Receipts. To the extent that Substituted Purchasers purchase Subscription Receipts at the Closing, the Underwriter shall not be obligated to purchase the Subscription Receipts so purchased by Substituted Purchasers. (2) Each Purchaser resident in Canada shall purchase the Subscription Receipts under the Private Placement Exemptions and each U.S. Person who is a Purchaser shall be either a Qualified Institutional Buyer or shall otherwise be a U.S. Accredited Investor purchasing the Subscription Receipts as Substituted Purchaser, in each case in transactions that are exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws in compliance with Schedule “A” hereto. The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements in connection with of the Offering, and to offer the Offered Shares for sale only in the Qualifying applicable Offering Jurisdictions and, subject relating to the consent sale of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictionsSubscription Receipts. The Company also agrees Corporation undertakes to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense or cause to be filed all private placement forms or undertakings required to be filed by the Company Corporation and to pay all filing fees in connection with the Offering purchase and pay all filing fees required to be paid in connection therewith sale of the Subscription Receipts so that the distribution Offering of the Offered Shares outside of Canada such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or comparable document elsewhere. The Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any similar document under forms required by Applicable Securities Laws. (3) The Corporation understands and agrees that the Underwriters may arrange for Purchasers of the Subscription Receipts in jurisdictions other than Canada or the United States, on a private placement basis, provided that the purchase and sale of such Subscription Receipts do not contravene the Applicable Securities Laws outside of Canadathe jurisdiction where the Purchaser is resident and provided that such sale does not trigger: (i) any obligation to prepare and file a prospectus, registration statement or similar disclosure document; or (ii) any registration or other obligation on the part of the Corporation including, but not limited, to any continuing obligation in that jurisdiction. (4) The certificates, if any, or ownership statements representing the Subscription Receipts, the Underlying Securities and the Compensation Options, and each certificate or ownership statement issued in transfer of the Subscription Receipts or the Underlying Securities prior to the date which is four months and one day after the Closing Date, will bear or be deemed to bear, as applicable, the following legend substantially in the following form with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after Closing Date].”

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Units pursuant to the Amended and Restated Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SharesUnits, which have been qualified by the Amended and Restated Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Agent may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementAgreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Units in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares Units outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Agent agrees to offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Initial Units, Additional Units, Additional Shares and/or Additional Warrants to purchasers in the United States and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.

Nature of Transaction. 2.1 Subject to the terms and conditions of this agreement, the Underwriters severally (and not jointly or jointly and severally) in proportion to their respective interests as set out in Section 13.1 offer to purchase from the Company and, by its acceptance of this agreement, the Company agrees to issue and sell to the Underwriters at the Time of Closing all but not less than all of the Offered Securities at a price of $1.15 per Subscription Receipt or Share, as applicable, being an aggregate purchase price of $8,165,000. 2.2 Each purchaser participating in the Offering Purchaser who is resident in a Qualifying Jurisdiction Province shall purchase under one or more "private placement" exemptions so that the Offered Shares pursuant to purchases will be exempt from the Prospectusprospectus requirements of the Applicable Securities Laws. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, Purchaser shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with the Applicable Laws and the terms of this AgreementSecurities Laws. The Company hereby agrees to comply use its commercially reasonable best efforts to secure compliance with all Applicable Securities Laws securities regulatory requirements on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time requiredPurchasers, and in the form prescribed, including by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file filing within the periods stipulated under Applicable Securities Laws outside of Canada and at the Company’s 's expense all private placement forms required to be filed by the Company and the Purchasers, respectively, in connection with the Offering and pay paying all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada Securities may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Securities Laws. The Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. The Underwriters will notify the Company with respect to the identity of each Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Company to secure compliance with all relevant regulatory requirements under Applicable Securities Laws outside relating to the sale of Canadathe Offered Securities. 2.3 If the Offered Securities are to be issued as Subscription Receipts, they shall be issued pursuant to this agreement and the automatic exercise thereof shall be governed by the provisions of the Subscription Receipt Certificates, such Subscription Receipt Certificates to be in a form satisfactory to the Company and the Underwriters, acting reasonably. 2.4 Any offer and sale of the Offered Securities in the United States shall be made in accordance with the terms and conditions set out in Schedule "C" to this agreement, which terms and conditions and the representations, warranties and covenants of the parties are hereby incorporated by reference.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SharesUnits, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Underwriter may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities LawsLaws in the Qualifying Jurisdictions. The Underwriters agree Company also agrees to use commercially reasonable efforts file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to assist be filed by the Company to secure compliance with all regulatory requirements in connection with the Offering, Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Units outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Underwriter agrees to offer the Offered Shares Units for sale only in the Qualifying Jurisdictions and, subject to the written consent of the CompanyCompany (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada jurisdictions and at the Company’s expense all private placement forms required to be filed by the Company does not thereafter become subject to any continuous disclosure requirements in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canadasuch jurisdiction.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SharesUnits, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementAgreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Units in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares Units outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Underwriters agree to offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Initial Units and/or Additional Units, to purchasers in the United States and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.

Nature of Transaction. Each purchaser participating in the Offering who is Purchaser resident in a Qualifying Jurisdiction Province shall purchase the Offered Shares pursuant to the ProspectusFinal Prospectus and that Purchasers in the United States shall purchase Shares in accordance with the procedures set forth in Section 19 and Schedule “C” hereof”. In accordance with Section 5(c), the Underwriters and the Company may agree that Shares may be offered and sold to Purchasers in jurisdictions outside the United States and Canada (an “Other Jurisdiction”), provided that, in no event shall Shares be offered in an Other Jurisdiction if it shall require the filing of a registration statement, prospectus or similar offering document, or result in the Company becoming subject to continuous disclosure obligations in such Other Jurisdiction. Each other purchaser participating Purchaser in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, Other Jurisdictions shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable applicable Securities Laws and the terms any applicable laws of this Agreementeach Other Jurisdiction. The Company hereby agrees to comply secure compliance with all Applicable Securities Laws applicable securities regulatory requirements of the Qualifying Provinces on a timely basis in connection with the distribution of the Offered Shares and Shares. Subject to being notified by the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of requirements thereof and upon request by the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying JurisdictionsUnderwriters, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file file, within the periods stipulated under Applicable Laws the applicable laws outside of Canada and at the Company’s expense expense, all private placement forms required to be filed by the Company and the Purchasers, respectively, in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada in the Other Jurisdictions may lawfully occur without the necessity of registering the Shares or filing a prospectus or any similar document under the Applicable Laws outside applicable laws in the Other Jurisdictions, if applicable. The Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. The Underwriters shall be entitled to appoint, at the Underwriters’ expense, a soliciting dealer group consisting of Canadaother registered dealers acceptable to the Company for the purposes of arranging for purchases of the Shares (the “Selling Group”). The Underwriters shall ensure that any investment dealer who is a member of any Selling Group formed by the Underwriters pursuant to the provisions of this Agreement or with whom any Underwriter has a contractual relationship with respect to the Offering, if any, agrees with such Underwriter to comply with the covenants and obligations given by the Underwriters herein. Without affecting the obligation of the Underwriters to purchase 18,300,000 Shares from the Company at a price of $3.55 per Share, after the Underwriters have made reasonable efforts to sell all of the Shares at $3.55 per Share, the offering price to the public may be decreased and further changed from time to time to an amount not greater than $3.55 per Share. In the event the price of the Shares is reduced to less than $3.55 per Share, the compensation received by the Underwriters will be decreased by the amount by which the aggregate price paid by the purchasers for the Shares is less than the gross proceeds paid by the Underwriters to the Company for the Shares. Any such reduction will not affect the proceeds to be paid to the Company. The Underwriters will inform the Company if the Issue Price to the public is decreased.

Nature of Transaction. Each purchaser participating (a) Any offer and sale of Offered Securities in the Offering who United States or to, or for the account or benefit of, any U.S. Person shall be made in accordance with the terms and conditions set out in Schedule "A" to this Agreement. The Corporation and the Agent shall to comply with the terms and conditions set out herein. (b) It is resident in a Qualifying Jurisdiction shall purchase understood and agreed that the Agent may arrange for Purchasers of the Offered Shares pursuant to Securities in jurisdictions other than Canada and the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying JurisdictionUnited States, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under basis, provided that the applicable securities laws sale of such Offered Securities in such other jurisdiction does not contravene the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, jurisdiction or of the United States and Canada and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall such sale does not be required trigger (i) any obligation to become registered or prepare and file a prospectus or registration statement similar disclosure document, or similar document any other report with respect to such purchase in such other jurisdiction, or (ii) any registration or other obligation on the part of the Corporation in such other jurisdictions including but not limited to any continuing obligation in such other jurisdictions. (c) It is understood and agreed that pursuant to the Securities Purchase Agreement dated October 30, 2006 between the Corporation and the purchasers listed on the signatures pages thereto (the "Shoreline Purchasers"), the Shoreline Purchasers have the right to purchase up to 50% of the Offered Securities. The Company also agrees Accordingly, the Shoreline Purchasers may purchase up to file within 50% of the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company Offered Securities in connection with the Offering and pay Shoreline Pacific, LLC shall receive a commission and warrants in respect of any subscriptions by Shoreline Purchasers. (d) Pursuant to Multilateral Instrument 45-102 - Resale of Securities and as each Offered Security is a "security" being sold by a "domestic issuer" pursuant to Regulation S or is being sold in the United States pursuant to Regulation D, the certificates representing the Debentures, the Debenture Warrants, the Debenture Warrant Shares, the Compensation Warrants and the Compensation Shares delivered at Closing or thereafter issued by the Corporation or its agents shall contain legends in substantially the form and in all filing fees respects materially similar to the following: (e) The Agent acknowledges that, in addition to the other legends required to be paid in connection therewith so by this Agreement, the Debentures, Debenture Warrants and the Compensation Warrants shall contain the following legend: STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS ‘‘OFFSHORE TRANSACTION,’’ ‘‘UNITED STATES’’ AND ‘‘U.S. PERSON’’ HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS, EXCEPT AS PERMITTED BY THE SECURITIES ACT." (f) The Agent acknowledges that the distribution of certificates representing the Offered Debenture Common Shares, the Debenture Warrant Shares, and all certificates issued in exchange or substitution thereof, will bear a legend in substantially the following form as long as the legend referred to in Subsection 1(c) above remains on such certificate: (g) The Agent acknowledges that the certificates representing the Compensation Shares outside of Canada may lawfully occur without and all certificates issued in exchange or substitution thereof, will bear a legend in substantially the necessity of filing a prospectus or any similar document under following form as long as the Applicable Laws outside of Canada.legend referred to in Subsection 1(c) above remains on such certificate:

Nature of Transaction. Each purchaser participating (a) The Corporation understands that although the offer to purchase the Special Warrants is being made by the Underwriters as Purchaser, the Underwriters will endeavour to arrange for substituted purchasers (collectively, the “Substituted Purchasers”) for the Special Warrants in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant Jurisdictions, subject to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified acceptance by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agreeCorporation, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities LawsSubscription Agreements. The Underwriters agree acknowledge that, subject to use commercially reasonable efforts the conditions contained in Section 8 being satisfied and subject to assist the Company rights of the Underwriters contained in Section 11, the Underwriters are obligated to purchase or cause to be purchased all of the Special Warrants and that such obligation is not subject to the Underwriters being able to arrange for Substituted Purchasers. (b) Each Purchaser resident in Canada shall purchase the Special Warrants under a Private Placement Exemption. The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements in connection with of the Offering, and to offer the Offered Shares for sale only in the Qualifying applicable Offering Jurisdictions and, subject relating to the consent sale of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictionsSpecial Warrants. The Company also agrees Corporation undertakes to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense or cause to be filed all private placement forms or undertakings required to be filed by the Company Corporation and to pay all filing fees in connection with the Offering purchase and pay all filing fees required to be paid in connection therewith sale of the Special Warrants so that the distribution of the Offered Shares outside of Canada such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or comparable document in any other jurisdiction. The Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by Applicable Securities Laws if so required. (c) Any offer and sale of Special Warrants in the United States or for the account or benefit of any person in the United States or a U.S. Person shall be made pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws and in accordance with the terms and conditions set out in Schedule “A” to this Agreement. The Corporation and the Underwriters shall, and the Underwriters shall cause their respective U.S. broker-dealer affiliate through which sales of Special Warrants in the United States or for the account or benefit of a person in the United States or a U.S. Person are to be effected to, comply with the terms and conditions set out therein. (d) The Corporation understands and, subject to its prior agreement as to the particular Substituted Purchasers, acting reasonably, agrees that the Underwriters may arrange for Purchasers of the Special Warrants in jurisdictions other than Canada and the United States, on a private placement basis and pursuant to Rule 903 of Regulation S, provided that the sale of such Special Warrants does not contravene Applicable Securities Laws of the jurisdiction where the Purchaser is resident and provided that such sale does not trigger: (i) any obligation to prepare and file a prospectus, registration statement or similar document under disclosure document; or (ii) any registration, filing or other obligation on the Applicable Laws outside part of Canadathe Corporation including, but not limited, to any continuing obligation in that jurisdiction. (e) If physical certificates representing the Special Warrants are issued and delivered to Purchasers at Closing, such certificates shall contain such restrictive legends as are set forth in the Subscription Agreements, as applicable.

Nature of Transaction. Each purchaser participating (a) The Corporation understands that, although the offer to purchase the Subscription Receipts is being made by the Underwriters as Purchaser, the Underwriters will endeavour to arrange for Substituted Purchasers for the Subscription Receipts in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant Jurisdictions, subject to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified acceptance by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agreeCorporation, acting reasonably, in order to fully comply with Applicable Laws and of the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection Subscription Agreements, with the distribution effect that such Substituted Purchasers shall be the initial Purchasers of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Lawsapplicable Subscription Receipts. The Underwriters agree acknowledge that, subject to use commercially reasonable efforts the conditions contained in Section 11 being satisfied and subject to assist the Company rights of the Underwriters contained in Section 16, the Underwriters are obligated to purchase or cause to be purchased all of the Initial Subscription Receipts. To the extent that Substituted Purchasers purchase Initial Subscription Receipts at the Closing, the Underwriter shall not be obligated to purchase the Initial Subscription Receipts so purchased by such Substituted Purchasers. (b) Each Purchaser resident in Canada shall purchase the Subscription Receipts under a Private Placement Exemption. The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements in connection with of the Offering, and to offer the Offered Shares for sale only in the applicable Qualifying Jurisdictions and, subject relating to the consent sale of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictionsSubscription Receipts. The Company also agrees Corporation undertakes to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense or cause to be filed all private placement forms or undertakings required to be filed by the Company Corporation and to pay all filing fees in connection with the Offering purchase and pay all filing fees required to be paid in connection therewith sale of the Subscription Receipts so that the distribution of the Offered Shares outside of Canada such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or comparable document elsewhere. The Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any similar document under forms required by Applicable Securities Laws. (c) The Corporation understands and agrees that the Underwriters may arrange for Purchasers of the Subscription Receipts in jurisdictions other than Canada or the United States, on a private placement basis, provided that the purchase and sale of such Subscription Receipts do not contravene the Applicable Securities Laws outside of Canadathe jurisdiction where the Purchaser is resident and provided that such sale does not trigger: (i) any obligation to prepare and file a prospectus, registration statement or similar disclosure document; or (ii) any registration or other obligation on the part of the Corporation including, but not limited, to any continuing obligation in that jurisdiction. (d) The certificates, if any, or ownership statements representing the Subscription Receipts, and each certificate or ownership statement issued in transfer of the Subscription Receipts prior to the date which is four months and one day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after Closing Date].” The certificates, if any, or ownership statements representing the Special Warrants, and each certificate or ownership statement issued in transfer of the Special Warrants prior to the date which is four months and one day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after Closing Date].” The certificates, if any, or ownership statements representing the Underlying Shares, and each certificate or ownership statement issued in transfer of the Underlying Shares prior to the earlier of the Qualification Date and the date which is four months and one day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after Closing Date].” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Underwriters agree to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying JurisdictionJurisdiction or in the United States, or located outside of a Qualifying JurisdictionJurisdiction or in the United States, shall purchase Offered Shares, which have been qualified by the Prospectus in Canadathe Qualifying Jurisdictions, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Underwriter may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions and the SEC all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions and in the United States within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree Underwriter agrees to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, acting reasonably, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying JurisdictionsJurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and the United States and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada and the United States may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of CanadaCanada and the United States.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SharesUnits, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Agent may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementAgreement (including Schedule "A" to this Agreement with respect to offers and sales of Offered Units in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s 's expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares Units outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Agent agrees to offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Initial Units, Additional Units, Additional Shares and/or Additional Warrants to purchasers in the United States and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Securities pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SharesSecurities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Agents may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Agents agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. For the avoidance of doubt, the Agents shall not be permitted to offer the Offered Securities in the United States or to U.S. Persons.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SharesUnits, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Agent may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementAgreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Units in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares Units outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Agent agrees to offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Initial Units, Additional Units, Additional Shares and/or Additional Warrants to purchasers in the United States and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.

Nature of Transaction. Each purchaser participating (a) The Corporation understands that although the offer to purchase the Offered Shares is being made by the Underwriters, as purchasers, the Underwriters will endeavour to arrange for substituted purchasers (collectively, the “Substituted Purchasers”) for the Offered Shares in the Offering Jurisdictions, subject to acceptance by the Corporation, acting reasonably, of the Subscription Agreements. The Corporation and the Underwriters agree that no offers, sales or re-sales of Offered Shares will be made to persons in the United States, and that all offers, sales and re-sales of Offered Shares will be made in “offshore transactions” (as such term is defined in Regulation S under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act. The Underwriters acknowledge that, subject to the conditions contained in Section 7 being satisfied and subject to the rights of the Underwriters contained in Section 9, the Underwriters are obligated to purchase or cause to be purchased all of the Offered Shares and that such obligation is not subject to the Underwriters being able to arrange for Substituted Purchasers. Notwithstanding the foregoing, the Corporation shall be entitled to include investors (who is resident in are current officers or directors of the Corporation) on the President’s List for up to $1,000,000 of the Offering, provided that such investors are eligible for a Qualifying Jurisdiction prospectus exemption under NI 45-106. (b) Each Purchaser shall purchase the Offered Shares pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in under a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementPrivate Placement Exemption. The Company Corporation hereby agrees to comply use its commercially reasonable best efforts to secure compliance with all Applicable Securities Laws applicable securities regulatory requirements on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time requiredPurchasers, and in the form prescribed, including by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file filing within the periods stipulated under Applicable Securities Laws outside of in Canada and at the CompanyCorporation’s expense all private placement forms reports of the issue and sale of the Offered Shares required to be filed by the Company Corporation in connection with the Offering and pay paying all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Securities Laws outside (including so as to ensure that the requirements under NI 45-102 are complied with by the Corporation such that the Offered Shares will be subject to a “hold period” which expires on the date that is four months and one day following the Closing Date). The Underwriters agree to use commercially reasonable best efforts to assist the Corporation to secure compliance with all regulatory requirements in connection with the Offering. The Underwriters will notify the Corporation with respect to the identity of Canadaeach Purchaser and other necessary information respecting each Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements under Applicable Securities Laws relating to the sale of the Offered Shares. If requested by the Corporation, the Underwriters undertake to use commercially reasonable best efforts to cause Purchasers to complete any forms required by Applicable Securities Laws. (c) Any certificates representing the Offered Shares delivered at Closing shall contain such restrictive legends regarding resale of the Offered Shares as are set forth in the Subscription Agreements.

Nature of Transaction. (a) Each purchaser participating Substituted Purchaser of Special Warrants will (and each Underwriter, to the extent the Substituted Purchasers are not arranged for) purchase the Special Warrants in the Offering who is resident in a Qualifying Jurisdiction shall purchase Jurisdictions, the Offered Shares pursuant United States, and such foreign jurisdictions as may be agreed to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agreeSMTC, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable applicable Canadian Securities Laws and the applicable securities laws of the United States and such other foreign jurisdictions, respectively. (b) The Underwriters will obtain from each Substituted Purchaser an executed Subscription Agreement. The Company and provided SMTC hereby authorize the Underwriters, by means of the Subscription Agreements, to assign to the Substituted Purchasers the rights of the Underwriters to purchase the Special Warrants hereunder, and the benefits of the representations, warranties and covenants of the Company and SMTC contained herein with respect to the Special Warrants to be purchased by such Substituted Purchasers. It is a condition of the right of the Underwriters to make such assignment that in the case Substituted Purchasers make the covenants, representations and warranties to be made under the Subscription Agreements for the benefit of jurisdictions other than the Qualifying JurisdictionsUnderwriters, the Company shall not be required and SMTC. (c) The Underwriters will notify the Company and SMTC with respect to become registered or file the identity of any such Substituted Purchasers as soon as practicable and with a prospectus or registration statement or similar document in such jurisdictionsview to leaving sufficient time to allow the Company and SMTC to secure compliance with all relevant Canadian Securities Laws and the relevant securities laws of the United States and any foreign jurisdiction, respectively, relating to the sale of the Special Warrants. The Each of the Company also agrees and SMTC will use its commercially reasonable best efforts to secure compliance with all relevant regulatory requirements of the Canadian Securities Laws and the applicable securities laws of the United States and any foreign jurisdiction, respectively, relating to the distribution of the Special Warrants to the Substituted Purchasers prior to the Closing Date. (d) Each of the Company and SMTC undertake to file within the periods stipulated under Applicable Laws outside of Canada and or cause to be filed, at the Company’s expense of the Company and SMTC, all private placement forms or undertakings required to be filed by the Company or SMTC in connection with the Offering and pay all filing fees required to be paid in connection therewith this transaction so that the distribution sale of the Offered Shares outside of Canada Special Warrants may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canadaan offering memorandum.

Nature of Transaction. Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters Underwriter may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementAgreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Shares in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares for sale only Laws in the Qualifying Jurisdictions and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Underwriter agrees to offer the Offered Shares for sale only in the Qualifying Jurisdictions and to offer the Initial Shares and Additional Shares to purchasers in the United States and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.

Nature of Transaction. Each purchaser participating The Underwriters shall purchase, on a private placement, “bought deal” basis, or alternatively arrange for Substituted Purchasers in the Offering who is resident in a Qualifying Jurisdiction shall Jurisdictions to purchase the Offered Shares Debentures pursuant to the Prospectus. Each other purchaser participating Offering in the Offering not resident Qualifying Jurisdictions and in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Shares, which have been qualified by the Prospectus United States in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance compliance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with all Applicable Securities Laws and the terms of this AgreementAgreement (including Schedule “A” of this Agreement with respect to offers and sales of Offered Debentures in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution sale of the Offered Shares Debentures and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions Jurisdictions, as applicable, within the time required, and in the form prescribed, by Applicable Securities LawsLaws in the Qualifying Jurisdictions. The Underwriters agree to use commercially reasonable efforts to assist the Company in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering, and to offer the Offered Shares Debentures for sale only in the Qualifying Jurisdictions and to offer the Offered Debentures for sale in the United States, and, subject to the consent of the CompanyCompany (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying JurisdictionsJurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictionsjurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. The Neither the Company also agrees nor any of the Underwriters has or shall (i) provide to file prospective purchasers of the Offered Debentures any document or other material that would constitute an offering memorandum or future oriented financial information within the periods stipulated under meaning of Applicable Securities Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering offer and pay all filing fees required to be paid in connection therewith so that the distribution sale of the Offered Shares outside Debentures or (ii) engage in or authorize, any form of Canada may lawfully occur without general solicitation or general advertising in connection with or in respect of the necessity Offered Debentures in any newspaper, magazine, printed media of filing a prospectus general and regular paid circulation or any similar document under medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the Applicable Laws outside offer or sale of Canadathe Offered Debentures whose attendees have been invited by any general solicitation or general advertising.

Nature of Transaction. (a) Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, Canadian Purchaser shall purchase Offered Shares, which have been qualified by the Prospectus in Canada, only on Securities under a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this AgreementPrivate Placement Exemption. The Company hereby agrees to comply Agents will notify the Corporation with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Shares and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating respect to the Offering required identity of any Purchaser as soon as practicable and with a view to be filed pursuant leaving sufficient time to Applicable Securities Laws in allow the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws. The Underwriters agree to use commercially reasonable efforts to assist the Company Corporation to secure compliance with all relevant regulatory requirements in connection with of the Offering, and applicable Offering Jurisdictions relating to offer the sale of the Offered Shares for sale only in the Qualifying Jurisdictions Securities and, subject to in any event not later than 12:00 p.m. (Toronto time) on the consent of day before the Company, in such jurisdictions outside of the Qualifying Jurisdictions where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictionsClosing Date. The Company also agrees Corporation undertakes to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense or cause to be filed all private placement forms or undertakings required to be filed by the Company Corporation and to pay all filing fees in connection with the Offering purchase and pay all filing fees required to be paid in connection therewith sale of the Offered Securities so that the distribution of the Offered Shares outside of Canada such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum (apart from the Canadian Offering Memorandum distributed in conjunction with the base Prospectus and the Prospectus Supplement) in Canada or comparable document elsewhere. The Agents undertakes to use commercially reasonable efforts to cause Purchasers to complete any similar document under forms required by Applicable Securities Laws if so required. (b) It is understood and agreed that the Agents may arrange for Purchasers of the Offered Securities in jurisdictions other than Canada, on a private placement basis, provided that the sale of such Offered Securities in such other jurisdiction does not contravene the Applicable Securities Laws outside of such other jurisdiction or of Canada and provided that such sale does not trigger (i) any obligation to prepare and file a prospectus or similar disclosure document, or any other report with respect to such purchase in such other jurisdiction, or (ii) any registration or other obligation on the part of the Corporation in such other jurisdictions including but not limited to any continuing obligation in such other jurisdictions. (c) The certificate representing the Flow-Through Shares and the Warrants issued to a resident of Canada will bear a legend denoting the restrictions on transfer under Applicable Securities Laws in Canada (including National Instrument 45-102). (d) If at the date of their issue, the applicable restriction period has not expired, the certificates representing the Warrant Shares issued to a resident of Canada will bear a legend as prescribed by National Instrument 45-102. (e) In addition to the foregoing legends, the certificates representing the Flow-Through Shares and Warrant Shares, if issued prior to such time as the restrictive legends above are no longer required under Applicable Securities Laws in Canada., shall bear, in addition to any legend(s) required by National Instrument 45-102, the following legend: