Common use of No Prospectus Clause in Contracts

No Prospectus. (a) Assuming the accuracy of the representations of the Purchaser in Schedule E, the offer and sale of the Subscription Shares pursuant to this Agreement is exempt from the prospectus delivery requirements of Securities Laws and no registration of the Subscription Shares under the U.S. Securities Act is required in connection with the offer and sale of the Subscription Shares in the manner contemplated by this Agreement. (b) The Company has complied in all respects with the requirements of all Laws in relation to the issue of the Subscription Shares, and, forthwith after Closing, the Company shall file such forms and documents as may be required under Securities Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.

No Prospectus. (a) Assuming the accuracy of the representations of the Purchaser in Schedule EB, the offer and sale of the Subscription Shares pursuant to this Agreement is exempt from the prospectus delivery requirements of Securities Laws and no registration of the Subscription Shares under the U.S. Securities Act is required in connection with the offer and sale of the Subscription Shares in the manner contemplated by this Agreement. (b) The Company has complied in all respects with the requirements of all Laws in relation to the issue of the Subscription Shares, and, forthwith after Closing, the Company shall file such forms and documents as may be required under Securities Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.

No Prospectus. (a) Assuming the accuracy of the representations of the Purchaser in Schedule EB, the offer issue and sale of the Subscription Shares Convertible Debenture pursuant to this Agreement is exempt from the prospectus delivery requirements of requirement to file a prospectus, registration statement or similar document and the requirement to deliver an offering memorandum or similar document under applicable Securities Laws and no registration of relating to the Subscription Shares under the U.S. Securities Act is required in connection with the offer and sale of the Subscription Shares Convertible Debenture in the manner contemplated by this Agreement. (b) The Company has complied in all respects with the requirements of all applicable Laws in relation to the issue of the Subscription SharesConvertible Debenture and Underlying Shares hereunder, and, forthwith after Closing, the Company shall file such forms and documents as may be required under Securities Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.

No Prospectus. (a) Assuming the accuracy of the representations of the Purchaser in Schedule EB, the offer and sale of the Subscription Shares pursuant to this Agreement is exempt from the prospectus delivery requirements of Securities Laws and no registration of the Subscription Shares under the U.S. Securities Act is required in connection with the offer and sale of the Subscription Shares in the manner contemplated by this Agreement. (b) The Company has complied in all respects with the requirements of all Laws in relation to the issue of the Subscription Shares, and, forthwith after each Closing, the Company shall file such forms and documents as may be required under Securities Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.