Common use of Notice of Issuances Clause in Contracts

Notice of Issuances. Subject to Sections 3.2 and 3.7 and Section 14 and Section 16.7 of the Offtake Agreement, if the Corporation proposes to issue (the "Issuance") any Offered Securities pursuant to a debt or Equity Securities financing (public offering or a private placement) or a Triggering Transaction (each, an "Offering") at any time after the date hereof the Corporation shall, as soon as possible, but in any event no later than the date on which the Corporation files a preliminary prospectus, Registration Statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and no later than the completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transaction, give written notice of the Issuance (the "Offering Notice") to the Investor including, to the extent known by the Corporation, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering (which, in the case of a Triggering Transaction, would be equal to the price at which the Consideration Securities are issued under the Triggering Transaction, subject to compliance with Applicable Securities Laws), the expected use of proceeds of the Offering (if applicable), and the expected closing date of the Offering, together with any term sheet or other document to be utilized by the Corporation in connection with the Offering.

Notice of Issuances. Subject to Sections 3.2 and 3.7 and Section 14 and Section 16.7 of the Offtake Agreement2.5, if the Corporation Company proposes to issue (the "an “Issuance"”) any Offered Securities for cash consideration pursuant to a debt or Equity Securities financing (public offering or a private placement) or a Triggering Transaction placement (each, an "“Offering"”) at any time after the date hereof hereof, the Corporation shallCompany will, as soon as possiblepossible after the public announcement of the Issuance (or, if no public announcement is to be made, as soon as possible following board approval of the proposed Issuance), but in any event no not later than the date on which the Corporation files a preliminary prospectus, Registration Statement two Business Days following such public announcement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securitiesboard approval, and no later than at least ten Business Days prior to the expected completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transactionthe Issuance, give written notice of the Issuance (the "“Offering Notice"”) to the Investor including, to the extent known by the CorporationCompany, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering (which, in the case of a Triggering Transaction, would be equal to the price at which the Consideration Securities are issued under the Triggering Transaction, subject to compliance with Applicable Securities Laws)Offering, the expected use of proceeds of the Offering (if applicable), and the expected closing date of the Offering. Notwithstanding that an Issuance may be contingent, together with any term sheet the Investor acknowledges that the fact that the Company is contemplating an Offering may constitute material information regarding the Company, and that the requirements of Canadian securities laws or other document to be utilized applicable laws or rules, including the rules of any Exchange, may restrict disclosure of the information and trading in securities of the Company by those with knowledge of that information. If the Corporation Offering Notice is being delivered in connection with a proposed best-efforts or fully underwritten public offering (including an offering proposed on a “bought deal” basis) through an agent or underwriter, the Offering Notice may include a range for the size of the Offering (expressed in number of Offered Securities or a dollar value), rather than a fixed number of Offered Securities, and may state that the actual price per Offered Security shall be the offering price to be agreed upon by the Company in the agency agreement, bid letter or underwriting agreement, as the case may be, relating to the Offering.

Notice of Issuances. Subject to Sections 3.2 and Section 3.7 and Section 14 5.1(a), and Section 16.7 provided that the Investor owns at least 10% of the Offtake Agreementissued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, if the Corporation proposes to issue (the "Issuance") any Offered Securities pursuant to a debt or Equity Securities financing (public offering or a private placement) or a Triggering Transaction (each, an "Offering") at any time after the date hereof the Corporation shallCompany proposes to issue (any resulting issuance, as soon as possiblethe “Issuance”) any Offered Securities pursuant to a public offering, a private placement or otherwise (but excluding any issuances of Common Shares in respect of which the Top-up Right would be applicable) (each, an “Offering”), the Company will, forthwith, but in any event no later than by the date on which the Corporation Company files a preliminary prospectus, Registration Statement registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and no later than at least five Business Days prior to the expected completion date of an the Issuance that constitutes a private offering of Offered Securities or closing such shorter time as may reasonably be required in the context of a Triggering Transactionshelf prospectus Offering, give written notice of the Issuance (the "“Offering Notice"”) to the Investor including, to the extent known by the CorporationCompany, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, if known, the name of any agent(s) or underwriter(s) expected to be involved in the Offering, the intended form of the Offering (whiche.g., in the case of a Triggering Transactionbought deal, would be equal to the price at which the Consideration Securities are issued under the Triggering Transactionovernight marketed, subject to compliance with Applicable Securities Lawsfully marketed, private placement, etc.), the expected use of proceeds of the Offering (if applicable)Offering, and the expected closing date of the Offering, together with any term sheet or other document Offering and the entitlement of the Investor to be utilized by participate in the Corporation in connection with Offering based on the Offeringinformation available to the Company at such time.

Notice of Issuances. Subject to Sections 3.2 and 3.7 and Section 14 and Section 16.7 of the Offtake Agreement, if the Corporation proposes to issue (the "“Issuance"”) any Offered Securities pursuant to a debt or Equity Securities financing (public offering or a private placement) or a Triggering Transaction (each, an "“Offering"”) at any time after the date hereof the Corporation shall, as soon as possible, but in any event no later than the date on which the Corporation files a preliminary prospectus, Registration Statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and no later than the completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transaction, give written notice of the Issuance (the "“Offering Notice"”) to the Investor including, to the extent known by the Corporation, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering (which, in the case of a Triggering Transaction, would be equal to the price at which the Consideration Securities are issued under the Triggering Transaction, subject to compliance with Applicable Securities Laws), the expected use of proceeds of the Offering (if applicable), and the expected closing date of the Offering, together with any term sheet or other document to be utilized by the Corporation in connection with the Offering.

Notice of Issuances. Subject to Sections 3.2 and 3.7 Section 5.9 and Section 14 and Section 16.7 of the Offtake Agreement5.11, if the Corporation Company proposes to issue (the "“Issuance"”) any Offered Common Shares or Convertible Securities (collectively, “Equity Securities”) pursuant to a debt or Equity Securities financing (public offering or offering, a private placementplacement or otherwise (including an Issuance involving a Non-Cash Transaction, but excluding any issuances of Common Shares in respect of which the Top-up Right (as defined below) or a Triggering Transaction would be applicable, (each, an "“Offering"”) at any time after Closing, the date hereof the Corporation shallCompany will, as soon as possibleforthwith, but in any event no later than by the date on which the Corporation Company files a preliminary prospectus, Registration Statement registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Equity Securities, and no later than at least seven Business Days prior to the expected completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transactionthe Issuance, give written notice of the Issuance (the "“Offering Notice"”) to the Investor including, to the extent known by the CorporationCompany, full particulars of the Offering, including the number of Offered Equity Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Equity Securities, the price per Offered Equity Security to be issued under the Offering, the name of any agent(s) or underwriter(s) expected to be involved in the Offering, the intended form of the Offering (whiche.g., in the case of a Triggering Transactionbought deal, would be equal to the price at which the Consideration Securities are issued under the Triggering Transactionovernight marketed, subject to compliance with Applicable Securities Lawsfully marketed, private placement, etc.), the expected use of proceeds of the Offering (if applicable)Offering, and the expected closing date of the OfferingOffering and the relative entitlements of the Investor and any other Person to participate in the Offering based on the information available to the Company at such time; provided that, together in respect of an Issuance involving a Non-Cash Transaction, the Company shall provide to the Investor the Non-Cash Transaction Notice (as defined below) in accordance with any term sheet or other document to be utilized by the Corporation in connection with the OfferingSection 5.4(a)(i) .

Notice of Issuances. Subject to Sections 3.2 and 3.7 and Section 14 and Section 16.7 4.8, provided that the Investor owns at least 10% of the Offtake Agreementissued and outstanding Common Shares, if the Corporation proposes to issue (the "“Issuance"”) any Offered Securities pursuant to a debt or Equity Securities financing (public offering or offering, a private placementplacement or otherwise (but excluding any issuances of Common Shares in respect of which the Top-up Right (as defined below) or a Triggering Transaction would be applicable) (each, an "“Offering"”) at any time after the date hereof hereof, the Corporation shallwill, as soon as possibleforthwith, but in any event no later than by the date on which the Corporation files a preliminary prospectus, Registration Statement registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and no later than at least seven Business Days prior to the expected completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transactionthe Issuance, give written notice of the Issuance (the "“Offering Notice"”) to the Investor including, to the extent known by the Corporation, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, the name of any agent(s) or underwriter(s) expected to be involved in the Offering, the intended form of the Offering (whiche.g., in the case of a Triggering Transactionbought deal, would be equal to the price at which the Consideration Securities are issued under the Triggering Transactionovernight marketed, subject to compliance with Applicable Securities Lawsfully marketed, private placement, etc.), the expected use of proceeds of the Offering (if applicable)Offering, and the expected closing date of the OfferingOffering and the relative entitlements of the Investor, together with any term sheet or other document Xxxxxxx and Teck to be utilized by participate in the Offering based on the information available to the Corporation at such time. In addition, the Corporation shall promptly, and in any event within one Business Day of receipt of such information from Teck and Xxxxxxx, respectively, confirm in writing to the Investor the intention of each of Teck and Xxxxxxx to subscribe for and purchase Common Shares and/or Offered Securities pursuant to their respective Existing Participation Rights in connection with the each Offering, if applicable.

Notice of Issuances. Subject to Sections 3.2 and 3.7 and Section 14 and Section 16.7 of For so long as the Offtake AgreementVendor’s Ownership Percentage is at least 1%, if the Corporation proposes to issue (the "“Issuance"”) any Offered Securities from treasury pursuant to a debt or Equity Securities financing (public offering or offering, a private placement) , or a Triggering Transaction otherwise (each, an "“Offering"”) at any time after the date hereof hereof, the Corporation shall, as soon far in advance as possibleis reasonably possible following the terms of the Offering being substantially settled and prior to the public announcement of the Offering, but in any event no later not less than five Business Days prior to the date on which the Corporation files a preliminary prospectus, Registration Statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and no later than the completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transaction, the Offering give written notice of the Issuance (the "“Offering Notice"”) to the Investor Vendor including, to the extent known by the Corporation, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering, the rights, privileges, restrictions, terms terms, and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering (which, in the case of a Triggering Transaction, would be equal to the price at which the Consideration Securities are issued under the Triggering Transaction, subject to compliance with Applicable Securities Laws)Offering, the expected use of proceeds of the Offering (if applicable), and the expected closing date of the Offering. The Offering Notice shall also include copies of any investor presentation, together with any term sheet prospectus, offering memorandum, or similar disclosure document, subscription agreement, and other document materials, if any, delivered by or proposed to be utilized delivered by the Corporation (or by any agent or investment dealer acting on behalf of the Corporation) to potential subscribers under the Offering which have been prepared prior to the delivery of the Offering Notice. If any of the terms of a proposed Offering included in connection with an Offering Notice are amended then the Corporation shall provide to the Vendor an updated Offering Notice, which shall include the revised terms of the proposed Offering, not less than five Business Days prior to the closing of the Offering on such revised terms.

Notice of Issuances. Subject to Sections 3.2 and 3.7 and Section 14 and Section 16.7 of the Offtake Agreement3.7, if the Corporation proposes to issue (the "“Issuance"”) any Offered Securities pursuant to a debt or Equity Securities financing (public offering or a private placement) or a Triggering Transaction (each, an "“Offering"”) at any time after the date hereof the Corporation shall, as soon as possible, but in any event no later than the date on which the Corporation files a preliminary prospectus, Registration Statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and no later than the completion date of an Issuance that constitutes a private offering of Offered Securities or closing of a Triggering Transaction, give written notice of the Issuance (the "“Offering Notice"”) to the Investor including, to the extent known by the Corporation, full particulars of the Offering, including the number of Offered Securities, the number of Offered Securities that would allow the Investor to maintain its Participation Right Entitlement Investor Pro Rata Interest (measured as of the date immediately prior to the completion of the Offering) upon completion of the Offering, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering (which, in the case of a Triggering Transaction, would be equal to the price at which the Consideration Securities are issued under the Triggering Transaction, subject to compliance with Applicable Securities Laws), the expected use of proceeds of the Offering (if applicable), and the expected closing date of the Offering, together with any term sheet or other document to be utilized by the Corporation in connection with the Offering.