Common use of Offering Terms Clause in Contracts

Offering Terms. (a) The Offered Units will be offered for sale by the Underwriters to Purchasers resident or located (as applicable) in the Offering Jurisdictions. (b) The sale of the Offered Units to Purchasers is to be effected in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of Canadian Securities Laws and without the necessity of obtaining any order or ruling of any Governmental Authority. The Underwriters will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Offered Units to the Purchasers. (c) The Underwriters will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation. (d) If, in the opinion of the Lead Underwriter, it is necessary, the Lead Underwriter will form, manage and participate in a group of sub-agents to offer and sell the Offered Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Units in such jurisdictions in which it offers and sells the Offered Units. In the event that such a group is formed, the Lead Underwriter will: (i) manage the selling group as and to the extent customary in the securities industry in Canada; and (ii) require each member of the selling group to offer and sell the Offered Units on the terms set forth in this Agreement. (e) The Corporation covenants to obtain all necessary regulatory approvals for the Offering. (f) The Underwriters will only sell the Offered Units in accordance with Applicable Securities Laws and to persons who represent themselves as being Persons purchasing as principal or, in the case of subparagraph (i) below only, are deemed to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) of the aforesaid definition of “accredited investor”; (ii) “family, friends or business associate” investors pursuant to section 2.5, 2.6 or 2.6.1 of NI 45-106, as applicable; or (iii) purchasing the Offered Units at an acquisition cost to the Purchaser of $150,000 and is not an individual. (g) The Offering has not been and will not be advertised in any way. (h) No selling or promotional expenses will be paid or incurred in connection with the Offering, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14. (i) The Corporation and the Underwriters hereby acknowledge that the Offered Units have not been and will not be registered under the U.S. Securities Act or under any state securities laws in the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except by the Underwriters acting through their U.S. Affiliates to Qualified Institutional Buyers in accordance with Rule 144A, and under the applicable securities laws of any applicable U.S. state and in accordance with Schedule A hereto. (j) The provisions of Schedule A of this Agreement apply in respect of all offers of the Offered Units and are incorporated by reference in and shall form part of this Agreement.

Offering Terms. (a) 3.1 The Offered Units will be offered for sale by the Underwriters Agents to Purchasers resident or located (as applicable) in the Offering Qualifying Jurisdictions. (b) 3.2 The sale of the Offered Units to Purchasers is to be effected by the Agents or the U.S. Affiliates (as applicable) in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of Canadian the Applicable Securities Laws and without the necessity of obtaining any order or ruling of any Governmental Authoritythe Regulatory Authorities and for offers and sales of Units in the United States, in accordance with the requirements of an exemption from registration under United States federal and state securities laws. The Underwriters Agents will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Offered Units to the Purchasers. (c) 3.3 The Underwriters Agents will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement, a properly completed and duly executed Accredited Investor Certificate or U.S. Accredited Investor Certificate (as applicable), together with any additional documentation as may be reasonably requested by the CorporationExchanges or by any Regulatory Authority pursuant to the Applicable Securities Laws. (d) 3.4 If, in the opinion of the Lead UnderwriterAgents, it is necessary, the Lead Underwriter Agents will form, manage and participate in a group of sub-agents to offer and sell the Offered Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Units in such jurisdictions in which it offers and sells the Offered Units. In the event that such a selling group is formed, the Lead Underwriter Agents will: (ia) manage the selling group as and to the extent customary in the securities industry in Canada; and (iib) require each member of the selling group to offer and sell the Offered Units on the terms set forth in this Agreement. (e) 3.5 The Corporation covenants to obtain all necessary regulatory approvals for use its best efforts to satisfy as expeditiously as possible, each of the Offeringconditions of the Exchanges (the “Exchange Conditions”) required to be satisfied prior to the Exchanges’ acceptance of the Corporation’s notice of the Private Placement. (f) 3.6 The Underwriters terms, conditions attributes and characteristics of the Warrants will only sell be substantially as described in this Agreement subject to the Offered Units in accordance changes, if any, to which the Corporation and the Agents may agree; provided that, with Applicable Securities Laws and respect to persons who represent themselves as being Persons purchasing as principal orthe Warrants, in changes of a material nature are subject to the case prior written consent of subparagraph (i) below onlythe Purchasers, are deemed such consent not to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) of the aforesaid definition of “accredited investor”; (ii) “family, friends or business associate” investors pursuant to section 2.5, 2.6 or 2.6.1 of NI 45-106, as applicable; or (iii) purchasing the Offered Units at an acquisition cost to the Purchaser of $150,000 and is not an individualunreasonably withheld. (g) 3.7 The Offering Private Placement has not been and will not be advertised in any way. (h) 3.8 No selling or promotional expenses will be paid or incurred in connection with the OfferingPrivate Placement, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14herein. (i) 3.9 The Corporation and the Underwriters hereby Agents acknowledge that the Offered Units Securities have not been and will not be registered under the U.S. Securities 1933 Act or under the applicable securities laws of any state securities laws in of the United States and may not be offered or sold except outside the United States to non-U.S. Persons in accordance with Regulation S or, for offers in the United States or to, or for the account or benefit of, to U.S. Persons, except by the Underwriters acting Agents through their the U.S. Affiliates Affiliates, for sale by the Corporation, pursuant to Qualified Institutional Buyers Rule 506 of Regulation D in the manner described in paragraph (b) below (the “U.S. Private Placement”). Accordingly, the Agents represent, warrant and covenant to the Corporation, without limiting the generality of section 3.2 of this Agreement, as of the date of this Agreement and as of the Time of Closing and the Closing Date, (which representations, warranties and covenants shall survive the completion of the transactions contemplated under this Agreement), that: (a) except for offers and sales of Units that comply with paragraph (b) below, it has offered and sold, and will offer and sell, the Units only outside the United States to non-U.S. Persons in accordance with Rule 144A903 of Regulation S and accordingly, neither the Agents, the U.S. Affiliates, nor any persons acting on their behalf, has made or will make in connection therewith: (i) any offer to sell, or any solicitation of an offer to buy, any Units to any U.S. Offeree; (ii) any sale of Units to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or the Agents, the U.S. Affiliates or any persons acting on their behalf, reasonably believed that such Purchaser was outside the United States; or (iii) any Directed Selling Efforts in the United States with respect to any of the Securities. (b) it will only offer and sell Units to U.S. Offerees in the following manner: (i) the Agents have offered and sold, and will offer and sell the Units only through the U.S. Affiliates, which were and are on the dates of such offers and sales duly registered brokers or dealers pursuant to section 15(b) of the 1934 Act and under the securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and were and are a member in good standing with the National Association of Securities Dealers, Inc.; (ii) immediately prior to soliciting U.S. Offerees and making sales of the Units, each of the Agents, the U.S. Affiliates, their affiliates and any person acting on their behalf has or will have reasonable grounds to believe and did or will believe that each U.S. Offeree and each U.S. Purchaser, as applicable, was and is a U.S. Accredited Investor; (iii) no form of general solicitation or general advertising (as those terms are used in Regulation D) or any manner involving a public offering within the meaning of section 4(2) of the 1933 Act has been or will be used by the Agents, the U.S. Affiliates, their affiliates or anyone acting on their behalf or its affiliates, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units to U.S. Offerees; (iv) any offer, sale or solicitation of an offer to buy Units that has been made or will be made to U.S. Offerees, was or will be made only to U.S. Accredited Investors by the Agents through their respective U.S. Affiliates, and in transactions that are exempt from registration pursuant to Rule 506 of Regulation D under the 1933 Act and under any applicable state securities laws and in accordance with any applicable U.S. federal and state laws and regulations governing the registration and conduct of securities brokers and dealers; (v) all U.S. Offerees and U.S. Purchasers shall be informed that the Securities have not been registered under the 1933 Act or applicable securities laws of any applicable U.S. state and the Securities are being offered and sold to such persons in accordance with Schedule A hereto.reliance on an exemption from the registration requirements of the 1933 Act and any state securities laws; (jvi) The as a condition of the purchase of the Units, each U.S. Purchaser will be required to execute and deliver to the Agents a Subscription Agreement, including the U.S. Accredited Investor Certificate, among other terms and conditions; (vii) at least 24 hours in advance of the Closing, the Agents will deliver to the Corporation a list of the U.S. Purchasers, together with the materials described in the foregoing paragraph; (viii) neither the Agents, their affiliates nor any person acting on their behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the 1934 Act in connection with the offer and sale of the Securities; (ix) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with their affiliates, any selling group members, or with the prior written consent of the Corporation. It shall require each selling group member to agree in writing, to comply with, and shall use their best efforts to ensure that each selling group member complies with, the same provisions of Schedule A of this Agreement section 3.9(b) as apply in respect of to the Agents as if such provisions applied to such selling group member; (x) all offers of the Offered Units in the United States or to U.S. Offerees have been and are incorporated will be made through the U.S. Affiliates and all sales of the Units in the United States or to U.S. Purchasers will be made by reference the Corporation to Accredited Investors designated by the U.S. Affiliates or by the Agents through the U.S. Affiliates; (xi) the Agents shall give the Corporation reasonable notice of the U.S. jurisdictions in which it proposes to offer and sell the Units, so as to assist the Corporation in satisfying its obligations under this Agreement and to permit the Corporation to timely submit any and all filings required of the 1933 Act and applicable state securities laws; and (xii) the representations and warranties and covenants of the Agents contained in this section 3.9(b) shall form part be true and correct as of this Agreementthe Closing, with the same force and effect as if then made by the Agents. (c) at the Closing, the Agents and the U.S. Affiliates will execute and deliver to the Corporation, and will make the representations and warranties set out in Exhibit “1” – Agents’ Certificate.

Offering Terms. (a) 3.1 The Offered Units Securities will be offered for sale by the Underwriters Agent to Purchasers resident or located (as applicable) in the Offering Qualifying Jurisdictions. (b) 3.2 The sale of the Offered Units Securities to Purchasers is to be effected by the Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of Canadian the Applicable Securities Laws and without the necessity of obtaining any order or ruling of any Governmental Authority. the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Underwriters Agent will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Offered Units Securities to the Purchasers and offers of the Offered Securities to US Purchasers. (c) 3.3 The Underwriters Agent will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor Certificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation. (d) 3.4 If, in the opinion of the Lead UnderwriterAgent, it is necessary, the Lead Underwriter Agent will form, manage and participate in a group of sub-agents to offer and sell the Offered Units Securities as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Units Securities in such jurisdictions in which it offers and sells the Offered UnitsSecurities. In the event that such a selling group is formed, the Lead Underwriter Agent will: (ia) manage the selling group as and to the extent customary in the securities industry in Canada; and (iib) require each member of the selling group to offer and sell the Offered Units Securities on the terms set forth in this Agreement. (e) 3.5 Each FT Unit will consist of one FT Share and one-half of one FT Warrant. Each whole FT Warrant will entitle the holder to purchase one FT Warrant Share for a period of two years from the Closing Date at a price of $1.75 per FT Warrant Share. The FT Shares will have the attributes described in the form of Subscription Agreement for FT Units and the Agent shall have the benefit of the representations, warranties and covenants with respect to the FT Shares made by the Corporation in such form of Subscription Agreement as if such representation, warranties and covenants were contained herein. 3.6 Each Common Share Unit will consist of one Common Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchaser one Warrant Share for a period of two years from the Closing Date at a price of $1.25 per Warrant Share. 3.7 The Corporation covenants to obtain all necessary regulatory approvals for satisfy as expeditiously as possible each of the Offeringconditions of the Exchange (the “Exchange Conditions”) required to be satisfied prior to the Exchange’s acceptance of the Corporation’s notice of the Private Placement. (f) 3.8 The Underwriters will only sell the Offered Units in accordance with Applicable Securities Laws terms and to persons who represent themselves as being Persons purchasing as principal or, in the case of subparagraph (i) below only, are deemed to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) conditions of the aforesaid definition Warrants, the FT Warrants, the Compensation Options, and the Fee Warrants and the attributes and characteristics of “accredited investor”; (ii) “familythe Warrants, friends or business associate” investors pursuant to section 2.5the FT Warrants, 2.6 or 2.6.1 of NI 45-106, the Compensation Options and the Fee Warrants will be substantially as applicable; or (iii) purchasing the Offered Units at an acquisition cost described in this Agreement subject to the Purchaser changes, if any, that the Corporation and the Agent (on its behalf and, with respect to the Warrants and FT Warrants, on behalf of $150,000 and is not an individualthe Purchasers) may agree to. (g) 3.9 The Offering Private Placement has not been and will not be advertised in any way. (h) 3.10 No selling or promotional expenses will be paid or incurred in connection with the OfferingPrivate Placement, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14. (i) 3.11 The Corporation and the Underwriters hereby acknowledge Agent acknowledges that the Offered Units Securities have not been been, and will not be be, registered under the U.S. Securities 1933 Act or under any applicable state securities laws in the United States and may not be offered or sold except outside the United States in accordance with Regulation S or, for offers in the United States, by the Agent through the US Affiliate, and sale by the Corporation, pursuant to Rule 506 of Regulation D in the manner described in paragraph (b) below (the “US Private Placement”). Accordingly, the Agent represents, warrants and covenants to the Corporation, without limiting the generality of section of this Agreement, that, with respect to each offer or sale of Securities, either (a) or (b) immediately following is true as of the date of this Agreement and as of the Time of Closing and the Closing Date, which such representations, warranties and covenants shall survive the completion of the transactions contemplated under this Agreement: (a) it has offered and sold, and will offer and sell, Securities outside the United States only in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on their behalf, has made or will make: (i) except as permitted under (b) in respect of the US Private Placement, any offer to sell, or any solicitation of an offer to buy, any Securities to any person in the United States or to, or for the account or benefit of, U.S. a US Person; (ii) any sale of Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a US Person, or the Agent, or such affiliate or person acting on behalf of the Agent, reasonably believed that such Purchaser was outside the United States and not a US Person; or (iii) any Directed Selling Efforts in the United States with respect to the Securities; (b) it has offered and sold, and will offer and sell, Securities to persons in the United States or to, or for the account or benefit of, US Persons, except by only in the Underwriters acting following manner: (i) the Agent has and will offer and sell the Securities in the United States only through their U.S. Affiliates its US Affiliate (if applicable), which was and is on the dates of such offers and sales a duly registered broker or dealer pursuant to Qualified Institutional Buyers in accordance with Rule 144A, Section 15(b) of the 1934 Act and under the applicable securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the National Association of Securities Dealers, Inc.; (ii) immediately prior to soliciting offerees, the Agent has or will have reasonable grounds to believe and did or will believe that each US Offeree and each US Purchaser was and is an US Accredited Investor; (iii) no form of general solicitation or general advertising (as those terms are used in Regulation D) has been or will be used by the Agent or its affiliates, including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Offered Securities in the United States; (iv) any offer, sale or solicitation of an offer to buy Securities that has been made or will be made in the United States or to US Persons was or will be made only to US accredited investors by the Agent through its US Affiliate (if applicable), and in transactions that are exempt from registration under the 1933 Act and any applicable U.S. state securities laws and in accordance with Schedule A hereto.any applicable US federal or state laws or regulations governing the registration and conduct of securities brokers and dealers; (jv) all US Offerees and US Purchasers shall be informed that the Securities have not been and will not be registered under the 1933 Act and the Securities are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings. Each US Offeree and each US Purchaser shall be provided with disclosure substantially as follows: “The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “1933 Act”) and are being offered and sold within the United States only to accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act). Prospective purchasers of the Securities are hereby notified that the seller of the Securities is relying upon the exemption from the provisions of Schedule A of this Agreement apply in respect of all offers Section 5 of the Offered Units 1933 Act provided in Section 4(2) of the 1933 Act for non-public offerings. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.”; (vi) as a condition of the purchase of the Securities, each US Purchaser will be required to execute and are incorporated by reference deliver to the Agent the US Accredited Investor Certificate to the foregoing effect, among other terms and conditions; (vii) neither the Agent, its affiliates or any person acting on its behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the 1934 Act in connection with the offer and shall form part sale of this Agreementthe Securities; and (c) the Agent and its US Affiliate make the representations and warranties set out in Exhibit “1” – Agent’s Certificate.

Offering Terms. (a) 3.1 The Offered Units Shares will be offered for sale by the Underwriters Agents, as agents on behalf of the Corporation, to Purchasers resident or located (as applicable) in the Offering Qualifying Jurisdictions. (b) 3.2 The sale of the Offered Units Shares to Purchasers is to be effected by the Agents in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of Canadian the Applicable Securities Laws and without the necessity of obtaining any order or ruling of any Governmental Authoritythe Regulatory Authorities. The Underwriters Agents will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure confirm compliance with all Applicable Securities Laws in connection with the sale of the Offered Units Shares to the Purchasers. (c) 3.3 The Underwriters Agents will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaire, as applicable, and a properly completed and duly executed TSX Private Placement Questionnaire and Undertaking, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be reasonably requested by the CorporationExchange. (d) 3.4 If, in the opinion of the Lead UnderwriterAgents, it is necessary, the Lead Underwriter Agents will form, manage and participate in a group of sub-agents to offer and sell the Offered Units Shares as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Units Shares in such jurisdictions in which it offers and sells the Offered UnitsShares. In the event that such a selling group is formed, the Lead Underwriter Agents will: (ia) manage the selling group as and to the extent customary in the securities industry in Canada; and (iib) require each member of the selling group to offer and sell the Offered Units Shares on the terms set forth in this Agreement. (e) 3.5 The Corporation covenants to obtain all necessary regulatory approvals for use its commercial best efforts to satisfy as expeditiously as possible, each of the Offeringconditions of the Exchange (the "Exchange Conditions") required to be satisfied prior to the Exchange's acceptance of the Corporation's notice of the Private Placement. (f) 3.6 The Underwriters will only sell the Offered Units in accordance with Applicable Securities Laws terms and to persons who represent themselves as being Persons purchasing as principal or, in the case of subparagraph (i) below only, are deemed to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) conditions of the aforesaid definition Compensation Options and the attributes and characteristics of “accredited investor”; (ii) “family, friends or business associate” investors pursuant to section 2.5, 2.6 or 2.6.1 of NI 45-106, the Compensation Options will be substantially as applicable; or (iii) purchasing the Offered Units at an acquisition cost described in this Agreement subject to the Purchaser of $150,000 changes, if any, that the Corporation and is not an individualthe Agents (each on its behalf) may agree to. (g) 3.7 The Offering Corporation and each of the Agents confirms that the Private Placement has not been been, and agrees that it will not be be, advertised in any way. (h) 3.8 No selling or promotional expenses will be paid or incurred in connection with the OfferingPrivate Placement, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14. (i) 3.9 The Corporation and the Underwriters hereby Agents acknowledge that the Offered Units Shares, the Commission Shares, the Corporate Finance Fee Shares, the Compensation Options and the Compensation Option Shares have not been been, and will not be be, registered under the U.S. Securities 1933 Act or under any applicable state securities laws in the United States and may not be offered or sold in except outside the United States or to, or for the account or benefit of, U.S. Persons, except by the Underwriters acting through their U.S. Affiliates to Qualified Institutional Buyers in accordance with Rule 144A, and under the applicable securities laws of any applicable U.S. state and in accordance with Schedule A hereto. (j) The provisions of Schedule A of this Agreement apply in respect of all offers of the Offered Units and are incorporated by reference in and shall form part of this Agreement.Regulation S.

Offering Terms. (a) 3.1 The Offered Units Shares will be offered for sale by the Underwriters Agent, as agent on behalf of the Corporation, to Purchasers resident or located (as applicable) in the Offering Qualifying Jurisdictions. (b) 3.2 The sale of the Offered Units Shares to Purchasers is to be effected by the Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of Canadian the Applicable Securities Laws and without the necessity of obtaining any order or ruling of any Governmental Authoritythe Regulatory Authorities. The Underwriters Agent will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure confirm compliance with all Applicable Securities Laws in connection with the sale of the Offered Units Shares to the Purchasers. (c) 3.3 The Underwriters Agent will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaire, as applicable, in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be reasonably requested by the CorporationExchange. (d) 3.4 If, in the opinion of the Lead UnderwriterAgent, it is necessary, the Lead Underwriter Agent will form, manage and participate in a group of sub-agents to offer and sell the Offered Units Shares as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Units Shares in such jurisdictions in which it offers and sells the Offered UnitsShares. In the event that such a selling group is formed, the Lead Underwriter Agent will: (ia) manage the selling group as and to the extent customary in the securities industry in Canada; and (iib) require each member of the selling group to offer and sell the Offered Units Shares on the terms set forth in this Agreement. (e) 3.5 The Corporation covenants to obtain all necessary regulatory approvals for use its commercial best efforts to satisfy as expeditiously as possible, each of the Offeringconditions of the Exchange (the "Exchange Conditions") required to be satisfied prior to the Exchange's acceptance of the Corporation's notice of the Private Placement. (f) 3.6 The Underwriters will only sell the Offered Units in accordance with Applicable Securities Laws terms and to persons who represent themselves as being Persons purchasing as principal or, in the case of subparagraph (i) below only, are deemed to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) conditions of the aforesaid definition Agent's Options and the attributes and characteristics of “accredited investor”; (ii) “family, friends or business associate” investors pursuant to section 2.5, 2.6 or 2.6.1 of NI 45-106, the Agent's Options will be substantially as applicable; or (iii) purchasing the Offered Units at an acquisition cost described in this Agreement subject to the Purchaser of $150,000 changes, if any, that the Corporation and is not an individualthe Agent may agree to. (g) 3.7 The Offering Corporation and the Agent confirm that the Private Placement has not been been, and agree that it will not be be, advertised in any way. (h) 3.8 No selling or promotional expenses will be paid or incurred in connection with the OfferingPrivate Placement, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14. (i) 3.9 The Corporation Agent acknowledges that the Shares, the Commission Shares, the Agent's Options and the Underwriters hereby acknowledge that the Offered Units Agent's Option Shares have not been been, and will not be be, registered under the U.S. Securities 1933 Act or under any applicable state securities laws in the United States and may not be offered or sold in except outside the United States or to, or for the account or benefit of, U.S. Persons, except by the Underwriters acting through their U.S. Affiliates to Qualified Institutional Buyers in accordance with Rule 144A, and under the applicable securities laws of any applicable U.S. state and in accordance with Schedule A hereto. (j) The provisions of Schedule A of this Agreement apply in respect of all offers of the Offered Units and are incorporated by reference in and shall form part of this Agreement.Regulation S.

Offering Terms. (a) 3.1 The Offered Units will be offered for sale by the Underwriters Agent to Purchasers resident or located (as applicable) in the Offering Qualifying Jurisdictions. (b) 3.2 The sale of the Offered Units to Purchasers is to be effected by the Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of Canadian the Applicable Securities Laws and without the necessity of obtaining any order or ruling of any Governmental Authority. the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Underwriters Agent will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Offered Units to the Purchasers and offers of the Units to US Purchasers. (c) 3.3 The Underwriters Agent will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor Certificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation. (d) 3.4 If, in the opinion of the Lead UnderwriterAgent, it is necessary, the Lead Underwriter Agent will form, manage and participate in a group of sub-agents to offer and sell the Offered Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Units in such jurisdictions in which it offers and sells the Offered Units. In the event that such a selling group is formed, the Lead Underwriter Agent will: (ia) manage the selling group as and to the extent customary in the securities industry in Canada; and (iib) require each member of the selling group to offer and sell the Offered Units on the terms set forth in this Agreement. 3.5 Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Corporation (ea “Warrant Share”) for a period of two years from the date of issue of the Warrant at a price of $0.75 per Warrant Share. 3.6 The Corporation covenants to obtain all necessary regulatory approvals for satisfy as expeditiously as possible each of the Offeringconditions of the Exchange (the “Exchange Conditions”) required to be satisfied prior to the Exchange’s acceptance of the Corporation’s notice of the Private Placement. (f) 3.7 The Underwriters will only sell the Offered Units in accordance with Applicable Securities Laws terms and to persons who represent themselves as being Persons purchasing as principal or, in the case of subparagraph (i) below only, are deemed to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) conditions of the aforesaid definition Warrants, the Fee Warrants, the Agent’s Options and the Agent’s Option Warrants and the attributes and characteristics of “accredited investor”; (ii) “familythe Warrants, friends or business associate” investors pursuant to section 2.5the Fee Warrants, 2.6 or 2.6.1 of NI 45-106, the Agent’s Options and the Agent’s Option Warrants will be substantially as applicable; or (iii) purchasing the Offered Units at an acquisition cost described in this Agreement subject to the Purchaser changes, if any, that the Corporation and the Agent (on its behalf and, with respect to the Warrants, on behalf of $150,000 and is not an individualthe Purchasers) may agree to. (g) 3.8 The Offering Private Placement has not been and will not be advertised in any way. (h) 3.9 No selling or promotional expenses will be paid or incurred in connection with the OfferingPrivate Placement, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14. (i) 3.10 The Corporation and the Underwriters hereby acknowledge Agent acknowledges that the Offered Units Securities have not been been, and will not be be, registered under the U.S. Securities 1933 Act or under any applicable state securities laws in the United States and may not be offered or sold except outside the United States in accordance with Regulation S or, for offers in the United States, by the Agent through the US Affiliate, and sale by the Corporation, pursuant to Rule 506 of Regulation D in the manner described in paragraph (b) below (the “US Private Placement”). Accordingly, the Agent represents, warrants and covenants to the Corporation, without limiting the generality of section of this Agreement, that, with respect to each offer or sale of Securities, either (a) or (b) immediately following is true as of the date of this Agreement and as of the Time of Closing and the Closing Date, which such representations, warranties and covenants shall survive the completion of the transactions contemplated under this Agreement: (a) it has offered and sold, and will offer and sell, Securities outside the United States only in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on their behalf, has made or will make: (i) except as permitted under (b) in respect of the US Private Placement, any offer to sell, or any solicitation of an offer to buy, any Securities to any person in the United States or to, or for the account or benefit of, U.S. a US Person; (ii) any sale of Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a US Person, or the Agent, or such affiliate or person acting on behalf of the Agent, reasonably believed that such Purchaser was outside the United States and not a US Person; or (iii) any Directed Selling Efforts in the United States with respect to the Securities; (b) it has offered and sold, and will offer and sell, Securities to persons in the United States or to, or for the account or benefit of, US Persons, except by only in the Underwriters acting following manner: (i) the Agent has and will offer and sell the Units in the United States only through their U.S. Affiliates its US Affiliate (if applicable), which was and is on the dates of such offers and sales a duly registered broker or dealer pursuant to Qualified Institutional Buyers in accordance with Rule 144A, Section 15(b) of the 1934 Act and under the applicable securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the National Association of Securities Dealers, Inc.; (ii) immediately prior to soliciting offerees, the Agent has or will have reasonable grounds to believe and did or will believe that each US Offeree and each US Purchaser was and is an US Accredited Investor; (iii) no form of general solicitation or general advertising (as those terms are used in Regulation D) has been or will be used by the Agent or its affiliates, including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units in the United States; (iv) any offer, sale or solicitation of an offer to buy Securities that has been made or will be made in the United States or to US Persons was or will be made only to US accredited investors by the Agent through its US Affiliate (if applicable), and in transactions that are exempt from registration under the 1933 Act and any applicable U.S. state securities laws and in accordance with Schedule A hereto.any applicable US federal or state laws or regulations governing the registration and conduct of securities brokers and dealers; (jv) all US Offerees and US Purchasers shall be informed that the Securities have not been and will not be registered under the 1933 Act and the Securities are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings. Each US Offeree and each US Purchaser shall be provided with disclosure substantially as follows: “The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “1933 Act”) and are being offered and sold within the United States only to accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act). Prospective purchasers of the Securities are hereby notified that the seller of the Securities is relying upon the exemption from the provisions of Schedule A of this Agreement apply in respect of all offers Section 5 of the Offered Units 1933 Act provided in Section 4(2) of the 1933 Act for non-public offerings. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.”; (vi) as a condition of the purchase of the Units, each US Purchaser will be required to execute and are incorporated by reference deliver to the Agent the US Accredited Investor Certificate to the foregoing effect, among other terms and conditions; (vii) neither the Agent, its affiliates or any person acting on its behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the 1934 Act in connection with the offer and shall form part sale of this Agreementthe Securities; and (c) the Agent and its US Affiliate make the representations and warranties set out in Exhibit “1” – Agent’s Certificate.