Common use of Opinion of Canadian Counsel to the Corporation Clause in Contracts

Opinion of Canadian Counsel to the Corporation. The Underwriters receiving at the Closing Time, favourable legal opinions of Xxxxxxx Xxxxx LLP, Canadian counsel to the Corporation and local counsel acceptable to counsel to the Corporation and counsel to the Underwriters, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below and to such further effect as counsel to the Underwriters may reasonably request: (i) the Corporation having been continued and existing under the laws of Canada and has not been dissolved; (ii) the Corporation has all necessary corporate capacity and power to own, lease and operate its properties and assets and to conduct its business at and in the places where such properties and assets are now owned, leased or operated or such business is now conducted; (iii) the authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares issuable in series; (iv) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Transaction Documents and the performance of its respective obligations thereunder; (v) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, allotment, issuance, sale and delivery of the Common Shares included in the Units, the Warrant Shares and any Common Shares included in the Additional Securities; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting a legal, valid and binding obligation of, and being enforceable against, the Corporation in accordance with its respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (viii) the execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment of the respective terms thereof by the Corporation (including, without limitation, the issue, sale and delivery on the Closing Date of the Common Shares and Warrants comprising the Units (and any Additional Securities) to the Underwriters as contemplated herein), do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the constating documents or articles of the Corporation; (ix) the Corporation being a “reporting issuer” (or its equivalent) not on the list of defaulting issuers maintained by the Qualifying Authority, in each of the Qualifying Provinces; (x) all documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) of the Units (and any Additional Securities) in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions thereof; (xi) the Common Shares included in the Units and any Additional Securities, the Warrants and the Warrant Shares having been conditionally approved for listing on the Exchanges and will be posted for trading thereon upon satisfaction of the conditions thereto; (xii) the Common Shares included in the Units and any Additional Securities, when issued by the Corporation, having been validly issued by the Corporation and being fully-paid and non-assessable; (xiii) the first trade of the Warrant Shares being exempt from the prospectus requirements of Canadian Securities Laws; (xiv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been appointed as transfer agent, registrar and disbursing agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent in respect of the Warrants; (xvi) the statements under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Final Prospectus being true and correct; (xvii) the attributes of the Common Shares and Warrants comprising the Units and any Additional Securities conforming in all respects to the description thereof in the Final Prospectus; (xviii) the form of the certificate representing the Common Shares and the Warrants have been approved by the directors of the Corporation and comply with all legal requirements relating thereto; and (xix) such other matters as may be reasonably requested by the Underwriters or their counsel no less than 24 hours prior to the Closing Time; acceptable in all reasonable respects to Canadian counsel to the Underwriters, Fasken Xxxxxxxxx XxXxxxxx LLP;

Opinion of Canadian Counsel to the Corporation. The Underwriters receiving at the Closing Time, favourable legal opinions of Xxxxxxx Xxxxx LLP, Canadian counsel to the Corporation and local counsel acceptable to counsel to the Corporation and counsel to the Underwriters, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below and to such further effect as counsel to the Underwriters may reasonably request: (i) the Corporation having been continued and existing under the laws of Canada and has not been dissolved; (ii) the Corporation has all necessary corporate capacity and power to own, lease and operate its properties and assets and to conduct its business at and in the places where such properties and assets are now owned, leased or operated or such business is now conducted; (iii) the authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares issuable in seriesseries and the number of issued and outstanding Common Shares and preference shares as at the Closing Time; (iv) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Transaction Documents and the performance of its respective obligations thereunder; (v) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, allotment, issuance, sale and delivery of the Common Shares included in the Units, the Warrant Initial Shares and any Common Shares included in the Additional SecuritiesOver-Allotment Shares; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting a legal, valid and binding obligation of, and being enforceable against, the Corporation in accordance with its respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (viiivii) the execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment of the respective terms thereof by the Corporation (including, without limitation, the issue, sale and delivery on the Closing Date of the Common Initial Shares and Warrants comprising the Units (and any Additional Securities) Over-Allotment Shares to the Underwriters as contemplated herein), do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the constating documents or articles of the Corporation; (ixviii) the Corporation being a “reporting issuer” (or its equivalent) not on the list of defaulting issuers maintained by the Qualifying Authority, in each of the Qualifying Provinces; (xix) all documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) of the Units (Initial Shares and any Additional Securities) Over-Allotment Shares in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions thereof; (xix) the Common Initial Shares included in the Units and any Additional SecuritiesOver-Allotment Shares, if the Warrants and Underwriters have provided notice of the Warrant Shares exercise of the Over-Allotment Option in accordance with Section 3(a) prior to Closing, having been conditionally approved for listing on the Exchanges and will be posted for trading thereon upon satisfaction of the conditions thereto; (xiixi) the Common Initial Shares included in the Units and any Additional SecuritiesOver-Allotment Shares, when issued by the Corporation, having been validly issued by the Corporation and being fully-paid and non-assessable; (xiii) the first trade of the Warrant Shares being exempt from the prospectus requirements of Canadian Securities Laws; (xivxii) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been appointed as transfer agent, registrar and disbursing agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent in respect of the Warrants; (xvixiii) the statements under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Final Prospectus Supplements being true and correct; (xviixiv) the attributes of the Common Initial Shares and Warrants comprising the Units and any Additional Securities Over-Allotment Shares conforming in all respects to the description thereof in the Final ProspectusShelf Prospectuses; (xviiixv) the form of the certificate representing the Common Shares and the Warrants have been approved by the directors of the Corporation and comply with all legal requirements relating thereto; and (xixxvi) such other matters as may be reasonably requested by the Underwriters or their counsel no less than 24 hours prior to the Closing Time; acceptable in all reasonable respects to Canadian counsel to the Underwriters, Fasken Xxxxxxxxx XxXxxxxx LLP;.

Opinion of Canadian Counsel to the Corporation. The Underwriters Underwriter receiving at the Closing TimeTime on the Closing Date or any Subsequent Closing Date, favourable legal opinions of Xxxxxxx Xxxxx from Xxxxxx Xxxxxx Gervais LLP, Canadian counsel to the Corporation and local counsel acceptable to counsel to the Corporation and counsel to the UnderwritersUnderwriter, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation, and who may make reasonable assumptions and qualifications in making such opinions), to the effect set forth below and to such further effect as counsel to the Underwriters Underwriter may reasonably request: (i) A. the Corporation having been continued and is a corporation validly existing under the laws of Canada the Province of British Columbia and has not been dissolved; (ii) the Corporation has all necessary corporate power and capacity to carry on its business as now conducted and power to own, lease and operate its properties property and assets and to conduct execute, deliver and perform its business at and in the places where such properties and assets are now owned, leased or operated or such business is now conductedobligations under this Agreement; (iii) B. the authorized share capital of the Corporation consists of an unlimited number of common shares; C. as to the issued and outstanding Common Shares and an unlimited number of preference shares issuable in seriesthe Corporation; (iv) D. all necessary corporate action having has been taken by the Corporation to authorize the execution and delivery of each of this Agreement and the Transaction Documents Warrant Indenture, and the performance of the Corporation's obligations thereunder and each constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its respective obligations thereunderterms, (subject to the usual qualifications); (v) E. all necessary corporate action having has been taken by the Corporation to authorize to: (i) create, issue and sell the creationUnits; (ii) issue the Warrant Shares upon the due and proper exercise of the Warrants; (iii) grant the Over-Allotment Option; (iv) issue the Additional Units upon the due and proper exercise of the Over-Allotment Option; (v) issue the Additional Warrant Shares upon the due and proper exercise of the Additional Warrants; (vi) create and issue the Broker Warrants; and (vii) issue the Broker Warrant Shares upon the due and proper exercise of the Broker Warrants; F. the execution and delivery of this Agreement and the Warrant Indenture, execution, allotment, the fulfilment of the terms thereof by the Corporation and the issuance, sale and delivery of the Common Shares included in the Units, the Warrant Shares and any Common Shares included in the Additional Securities; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture Units and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Broker Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting a legal, valid and binding obligation of, and being enforceable against, the Corporation in accordance with its respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (viii) the execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment of the respective terms thereof by the Corporation (including, without limitation, the issue, sale and delivery on the Closing Date of the Common Shares and Warrants comprising the Units (and any Additional Securities) to the Underwriters as contemplated herein), do not constitute or and will not result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach ofof or default under, and do not and will not conflict with, with any of the terms, conditions or provisions of the constating documents notice of articles or articles of the CorporationCorporation or the Business Corporations Act (British Columbia); (ix) G. the Corporation being is a “reporting issuer” (or its equivalent) issuer in each of the Qualifying Canadian Jurisdictions and is not on the list of defaulting issuers maintained by the securities regulatory authorities in such Qualifying Authority, in each of the Qualifying ProvincesCanadian Jurisdictions; (x) all documents required to be filed by H. upon the Corporation payment therefor and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) of the Units (and any Additional Securities) in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions issue thereof; (xi) the Common Shares included in the Units and any Additional Securities, the Warrants and the Warrant Unit Shares having been conditionally approved for listing on the Exchanges and will be posted for trading thereon upon satisfaction of the conditions thereto; (xii) the Common Shares included in the Units and any Additional Securities, when issued by the Corporation, having have been validly issued by the Corporation and being fully-as fully paid and non-assessable; (xiii) I. the first trade Warrant Shares, the Additional Unit Shares, the Additional Warrant Shares and the Broker Warrant Shares have been reserved for issuance by the Corporation and, upon payment of the Warrant Shares being exempt from price or the prospectus requirements of Canadian Securities Lawsexercise price therefor and the issuance thereof, will be issued as fully paid and non-assessable; (xiv) Equity Transfer & Trust Company, at its principal office in J. the City of Toronto, Ontario has been appointed as transfer agent, registrar and disbursing agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent in respect of the Warrants; (xvi) the statements under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Final Prospectus being true and correct; (xvii) the material attributes of the Common Shares and Warrants comprising the Units and any Additional Securities conforming conform in all material respects to the description thereof in the Final Prospectus; (xviii) the form K. all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the certificate representing appropriate regulatory authority under the Common securities laws in each of the Qualifying Canadian Jurisdictions have been obtained by the Corporation to qualify the distribution of the Broker's Warrants and the Over-Allotment Option to the Underwriter and the distribution to the public of the Units in each of the Qualifying Canadian Jurisdictions through persons who are appropriately registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; L. the first trade in the Qualifying Canadian Jurisdictions of the Warrant Shares, the Additional Warrant Shares and the Warrants Broker Warrant Shares is exempt from the prospectus requirements of applicable Canadian Securities Laws and no filing, proceeding or approval will need to be made, taken or obtained by the Corporation under applicable Canadian Securities Laws in connection with such trade, subject to the usual qualifications; M. subject only to the standard listing conditions, the Unit Shares, the Warrant Shares, the Additional Units Shares, the Additional Warrant Shares and the Broker Warrant Shares have been conditionally approved by for listing on the directors of the Corporation and comply with all legal requirements relating theretoTSX; and (xix) such other matters as may be reasonably requested by N. Computershare Investor Services Inc. has been duly appointed the Underwriters or their counsel no less than 24 hours prior to transfer agent and registrar for the Closing Time; acceptable in all reasonable respects to Canadian counsel to the Underwriters, Fasken Xxxxxxxxx XxXxxxxx LLPCommon Shares;

Opinion of Canadian Counsel to the Corporation. The Underwriters receiving at the Closing Time, favourable legal opinions of Xxxxxxx Xxxxx LLP, Canadian counsel to the Corporation and local counsel acceptable to counsel to the Corporation and counsel to the Underwriters, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below and to such further effect as counsel to the Underwriters may reasonably request: (i) the Corporation having been continued and existing under the laws of Canada and has not been dissolved; (ii) the Corporation has having all necessary corporate capacity and power to own, lease and operate its properties and assets and to conduct its business at and in the places where such properties and assets are now owned, leased or operated or such business is now conducted; (iii) the authorized share capital of the Corporation consists consisting of an unlimited number of Common Shares and an unlimited number of preference shares issuable in seriesseries and the number of issued and outstanding Common Shares and preference shares as at the Closing Time; (iv) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Transaction Documents and the performance of its respective obligations thereunder; (v) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, allotment, issuance, sale and delivery of the Common Shares included in the Units, the Warrant Initial Shares and any Common Shares included in the Additional SecuritiesOver-Allotment Shares; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting a legal, valid and binding obligation of, and being enforceable against, the Corporation in accordance with its respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (viiivii) the execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment of the respective terms thereof by the Corporation (including, without limitation, the issue, sale and delivery on the Closing Date of the Common Initial Shares and Warrants comprising the Units (and any Additional Securities) Over-Allotment Shares to the Underwriters as contemplated herein), do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the constating documents or articles of the Corporation; (ixviii) the Corporation being a “reporting issuer” (or its equivalent) not on the list of defaulting issuers maintained by the Qualifying Authority, in each of the Qualifying Provinces; (xix) all documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) of the Units (Initial Shares and any Additional Securities) Over-Allotment Shares in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions thereof; (xix) the Common Initial Shares included in the Units and any Additional SecuritiesOver-Allotment Shares, if the Warrants and Underwriters have provided notice of the Warrant Shares exercise of the Over-Allotment Option in accordance with Section 3(a) prior to Closing, having been conditionally approved for listing on the Exchanges and will be posted for trading thereon upon satisfaction of the conditions thereto; (xiixi) the Common Initial Shares included in the Units and any Additional SecuritiesOver-Allotment Shares, when issued by the Corporation, having been validly issued by the Corporation and being fully-paid and non-assessable; (xiii) the first trade of the Warrant Shares being exempt from the prospectus requirements of Canadian Securities Laws; (xivxii) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has having been appointed as transfer agent, agent and registrar and disbursing agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent in respect of the Warrants; (xvixiii) the statements under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Final Prospectus Supplements being true and correct; (xviixiv) the attributes of the Common Initial Shares and Warrants comprising the Units and any Additional Securities Over-Allotment Shares conforming in all respects to the description thereof in the Final ProspectusShelf Prospectuses; (xviiixv) the form of the certificate representing the Common Shares and the Warrants have having been approved by the directors of the Corporation and comply complying with all legal requirements relating thereto; and (xixxvi) such other matters as may be reasonably requested by the Underwriters or their counsel no less than 24 hours prior to the Closing Time; acceptable in all reasonable respects to Canadian counsel to the Underwriters, Fasken Xxxxxxxxx XxXxxxxx LLP;.

Opinion of Canadian Counsel to the Corporation. The Underwriters Agents and the U.S. Affiliates receiving at the Closing TimeTime on the Closing Date, favourable legal opinions of Xxxxxxx Xxxxx by Fogler Xxxxxxxx LLP, Canadian counsel to the Corporation and local counsel acceptable to counsel to the Corporation and counsel to the UnderwritersAgents, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below and to such further effect as counsel to the Underwriters Agents may reasonably request: (i) A. the Corporation having been continued and existing under the laws of Canada the Yukon Territory and has not been dissolved; (ii) B. each of the Material Subsidiaries has been incorporated and is existing under the laws of its jurisdiction of incorporation and is qualified to do business under the laws of each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary; C. the Corporation has and the Material Subsidiaries have all necessary corporate capacity and power powers to own, lease and operate its their respective properties and assets and to conduct its business their respective businesses at and in the places where such properties and assets are now owned, leased or operated or such business is businesses are now conducted; (iii) D. the authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares issuable in seriescommon shares; (iv) E. the Corporation or its Subsidiaries are the registered owners of the issued and outstanding shares in the share capital of each of the Material Subsidiaries as set forth on Schedule “A” attached hereto; F. the Corporation has all necessary corporate power and capacity to execute and deliver each of the Transaction Documents, to issue the Unit Shares, to create and issue the Warrants, to issue the Warrant Shares upon exercise of the Warrants in accordance with their terms, to issue the Agents’ Units to be issued as part of the Agents' Fee, to issue the common shares of the Corporation upon exercise of the Agents’ Warrants issued as part of the Agents' Fee, to create, issue and grant the Compensation Options, to issue the Compensation Units issuable upon exercise of the Compensation Options in accordance with their terms and to issue the Compensation Warrant Shares upon the exercise of the Compensation Warrants in accordance with their terms; G. all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the U.S. Preliminary Prospectus Supplement, the Final Prospectus, the U.S. Final Prospectus Supplement and any Supplementary Material and the filing thereof with the Qualifying Authorities and the SEC; H. all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Transaction Documents and the performance of its respective obligations thereunder; (v) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, allotment, issuance, sale and delivery of the Common Shares included in the Units, the Warrant Shares and any Common Shares included in the Additional Securities; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting a legal, valid and binding obligation of, and being enforceable against, the Corporation in accordance with its respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (viii) I. the execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment of the respective terms thereof by the Corporation (including, without limitationCorporation, the issue, sale and delivery on the Closing Date of the Common Shares and Warrants comprising the Units (and any Additional Securities) to the Underwriters Purchasers as contemplated herein), the issue, sale and delivery of the Warrant Shares upon exercise of the Warrants, the issue and delivery of the Agents’ Units to be issued as part of the Agents' Fee, the issue and delivery of the common shares of the Corporation issuable upon the exercise of the Agents’ Warrants issued as part of the Agents' Fee, the issue and delivery to the Agents of the Compensation Units upon the exercise of the Compensation Options and the issue and delivery of the Compensation Warrant Shares to the Agents on the exercise of the Compensation Warrants do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the constating documents or articles of the CorporationCorporation or any law or regulation of the Yukon Territory or the laws of Canada applicable therein; (ix) J. the Corporation being a “reporting issuer” (or its equivalent) not on the list of defaulting issuers maintained by the Qualifying Authorityin default, in each of the Qualifying Provinces; (x) K. all documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) of the Units (and any Additional Securities) in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions thereof; (xi) the Common Shares included L. as to certain Canadian federal income tax matters, as described in the Units and any Additional SecuritiesFinal Prospectus under the heading “Eligibility for Investment”; M. the Unit Shares, the Warrants and the Warrant Shares issuable upon the exercise of the Warrants, the common shares of the Corporation issued as part of the Agents’ Fee, the common shares of the Corporation issuable upon the exercise of the Agents’ Warrants issued as part of the Agents’ Fee, the Compensation Shares issuable upon the exercise of the Compensation Options and the Compensation Warrant Shares issuable upon the exercise of the Compensation Warrants having been conditionally approved for listing on the Exchanges TSX and will be posted for trading thereon upon satisfaction of the conditions thereto; (xii) N. the Common Unit Shares, the Warrant Shares included in issuable upon the Units and any Additional Securitiesexercise of the Warrants, the common shares of the Corporation issued as part of the Agents' Fee, the common shares of the Corporation issuable upon the exercise of the Agents’ Warrants issued as part of the Agents' Fee, when issued by the CorporationCorporation and payment received therefor, having been validly issued by the Corporation and being fully-paid and non-assessableassessable shares in the capital of the Corporation and will not be subject to any hold period in Canada; (xiii) O. the first trade Warrants and Agents' Warrants when issued by the Corporation and payment received therefor, having each been duly created and validly issued by the Corporation and will not be subject to any hold period in Canada; P. the Compensation Options, when issued by the Corporation, having been duly created and validly issued and conform to all statements relating thereto in the Offering Documents and the Compensation Option Certificate; Q. the Compensation Shares and the Compensation Warrants issuable upon the exercise of the Compensation Options have been duly authorized and allotted for issuance and, upon the exercise of the Compensation Options in accordance with the provisions thereof, such Compensation Shares will be validly issued as fully paid and non-assessable common shares of the Corporation and such Compensation Warrants will be duly created and validly issued warrants of the Corporation and will not be subject to any hold period in Canada; R. the Compensation Warrant Shares being exempt from issuable upon the prospectus requirements exercise of Canadian Securities Laws;the Compensation Warrants have been duly authorized and allotted for issuance and, upon the exercise of the Compensation Warrants in accordance with the provisions thereof, such Compensation Warrant Shares will be validly issued as fully paid and non-assessable common shares of the Corporation and will not be subject to any hold period in Canada. (xiv) Equity Transfer & S. CIBC Mellon Trust Company, Company at its principal office in the City of Toronto, Ontario has been appointed as transfer agent, the registrar and disbursing transfer agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent in respect of the Warrants; (xvi) the statements under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Final Prospectus being true and correct; (xvii) T. the attributes of the Common Shares and Warrants comprising the Units, Agents’ Units and any Additional Securities the Compensation Options conforming in all respects to the description thereof in the Final Prospectus; (xviii) the form of the certificate representing the Common Shares and the Warrants have been approved by the directors of the Corporation and comply with all legal requirements relating thereto; and (xix) such other matters as may be reasonably requested by the Underwriters or their counsel no less than 24 hours prior U. a “10b-5” opinion to the Closing Timeeffect that during the course of the Corporation’s preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation’s independent public accountants, the Agents and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth herein, nothing has come to its attention that lead it to believe that the Final Prospectus contained any untrue statement of a material fact (as such term is defined in the Securities Act (Ontario)) or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records or incorporated therein and other than statistical, mineral reserve and resource and geological information, as to which such counsel is not expressing an opinion); acceptable in all reasonable respects to Canadian counsel to the UnderwritersAgents, Fasken Xxxxxxxxx XxXxxxxx Fraser Xxxxxx Casgrain LLP;

Opinion of Canadian Counsel to the Corporation. The Underwriters Genuity receiving at the Closing TimeEffective Date, favourable legal opinions of from Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel to the Corporation Corporation, and local counsel acceptable to counsel to the Corporation and counsel to the UnderwritersGenuity, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange Exchange officials or of the auditors or transfer agent of the CorporationCIBC Mellon), to the effect set forth below and to such further effect as Canadian counsel to the Underwriters Genuity, Fraser Xxxxxx Casgrain LLP, may reasonably request: (i) the A. The Corporation having been continued and is a corporation existing under the laws of Canada the Province of Ontario and has not been dissolved;. (ii) the B. The Corporation has all necessary corporate capacity and power is authorized to own, lease and operate its properties and assets and to conduct its business at and in the places where such properties and assets are now owned, leased or operated or such business is now conducted; (iii) the authorized share capital of the Corporation consists of issue an unlimited number of Common Shares and an unlimited number of preference shares issuable shares. C. The Corporation is a “reporting issuer”, or its equivalent, in series;each of the Qualifying Jurisdictions and it is not included in a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authority in which such lists are maintained. (iv) D. The Corporation has all necessary corporate action having been power and authority, and has taken by all necessary corporate action, to authorize, execute and deliver the Corporation Qualification Documents and the Transaction Documents and to authorize perform its obligations thereunder, including the execution issue of the Qualified Securities, and delivery of each of the Transaction Documents and the performance of its respective obligations thereunder; (v) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, allotment, issuance, sale and delivery of the Common Shares included in the Units, the Warrant Shares and any Common Shares included in the Additional Securities; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting constitutes a legal, valid and binding obligation of, and being is enforceable against, the Corporation in accordance with its their respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution);. (viii) the E. The execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment performance of the respective terms thereof by the Corporation (including, without limitation, and the issue, sale issue and delivery on or after the Closing Effective Date of the Common Shares and Warrants comprising the Units (and any Additional Securities) Qualified Securities to the Underwriters as contemplated herein), Warrantholders do not constitute and will not (i) conflict with or result in a any breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any violation of the terms, conditions articles or provisions of the constating documents or articles by-laws of the Corporation; , or (ixii) violate the provisions of any law, statute, rule or regulation to which the Corporation being a “reporting issuer” (or its equivalent) not on the list property or assets thereof is subject in the Province of defaulting issuers maintained by the Qualifying Authority, in each of the Qualifying Provinces;Ontario. (x) all F. All documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having have been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) Warrantholders of the Units (and any Additional Securities) New Warrants in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who Jurisdictions. G. The Qualified Securities have complied with the relevant provisions thereof; (xi) the Common Shares included in the Units and any Additional Securities, the Warrants and the Warrant Shares having been conditionally approved for listing on the Exchanges TSX. H. When issued and delivered in accordance with the terms and conditions of this agreement, the Supplemental Warrant Indentures and the New Warrant Indenture, the New Warrants will be posted for trading thereon upon satisfaction of the conditions thereto; (xii) the Common Shares included in the Units and any Additional Securities, when validly issued by the Corporation, having . I. The New Warrant Shares have been validly issued reserved for issue by the Corporation and, upon issue in accordance with the terms and being fully-conditions of the New Warrant Indenture, will be validly issued as fully paid and non-assessable;assessable shares of the Corporation. (xiii) the J. The first trade of in, or resale of, as applicable, the New Warrant Shares being is exempt from from, or is not subject to, the prospectus requirements of the Canadian Securities Laws;Laws of each of the Qualifying Jurisdictions and no prospectus or other document is required to be filed, proceeding taken, or approval, permit, consent or authorization obtained under Canadian Securities Laws in any of the Qualifying Jurisdictions in respect of such trade, subject to the exceptions generally provided for in such opinions. (xiv) Equity Transfer & Trust Company, K. CIBC Mellon at its principal office offices in the City of Toronto, Ontario and Vancouver, British Columbia has been appointed as transfer agent, registrar and disbursing agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent for the New Warrants and as the registrar and transfer agent for the Common Shares in respect Canada and Mellon Investor Services LLC at its principal offices in Jersey City, New Jersey has been appointed co-registrar and transfer agent for the Common Shares in the United States. L. The attributes of the Warrants;Qualified Securities are accurately summarized in all material respects in the Final Prospectus. M. Upon listing on the TSX, the Qualified Securities will be qualified investments under the Income Tax Act (xviCanada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans and registered disability savings plans. N. The statements set forth in the Final Prospectus under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in ”, insofar as they purport to describe the Final Prospectus being true and correct; (xvii) the attributes provisions of the Common Shares and Warrants comprising the Units and any Additional Securities conforming in all respects laws referred to the description thereof in the Final Prospectus; (xviii) the form therein, are fair summaries of the certificate representing the Common Shares and the Warrants have been approved by the directors of the Corporation and comply with all legal requirements relating thereto; and (xix) such other matters as may be reasonably requested by the Underwriters or their counsel no less than 24 hours prior to the Closing Time; acceptable in all reasonable respects to Canadian counsel to the Underwriters, Fasken Xxxxxxxxx XxXxxxxx LLPdiscussed therein;

Opinion of Canadian Counsel to the Corporation. The Underwriters GMP receiving at the Closing TimeEffective Date, favourable legal opinions of from Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel to the Corporation Corporation, and local counsel acceptable to counsel to the Corporation and counsel to the UnderwritersGMP, acting reasonably (who may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange Exchange officials or of the auditors or transfer agent of the CorporationCIBC Mellon), to the effect set forth below and to such further effect as Canadian counsel to the Underwriters GMP, Fraser Xxxxxx Casgrain LLP, may reasonably request: (i) the A. The Corporation having been continued and is a corporation existing under the laws of Canada the Province of Ontario and has not been dissolved;. (ii) the B. The Corporation has all necessary corporate capacity and power is authorized to own, lease and operate its properties and assets and to conduct its business at and in the places where such properties and assets are now owned, leased or operated or such business is now conducted; (iii) the authorized share capital of the Corporation consists of issue an unlimited number of Common Shares and an unlimited number of preference shares issuable shares. C. The Corporation is a “reporting issuer”, or its equivalent, in series;each of the Qualifying Jurisdictions and it is not included in a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authority in which such lists are maintained. (iv) D. The Corporation has all necessary corporate action having been power and authority, and has taken by all necessary corporate action, to authorize, execute and deliver the Corporation Qualification Documents and the Transaction Documents and to authorize perform its obligations thereunder, including the execution issue of the Qualified Securities, and delivery of each of the Transaction Documents and the performance of its respective obligations thereunder; (v) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, allotment, issuance, sale and delivery of the Common Shares included in the Units, the Warrant Shares and any Common Shares included in the Additional Securities; (vi) the Warrants have been authorized, created and, when issued, will have the attributes contemplated by the Warrant Indenture and the Warrant Certificates. The Warrant Shares have been allotted and reserved for issue and the Warrant Shares will, when issued upon the exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the Warrant Certificates, be issued as fully paid and non-assessable shares of the Corporation; (vii) each of the Transaction Documents having been duly executed and delivered by the Corporation and constituting constitutes a legal, valid and binding obligation of, and being is enforceable against, the Corporation in accordance with its their respective terms (subject to bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution);. (viii) the E. The execution and delivery by the Corporation of each of the Transaction Documents, the fulfilment performance of the respective terms thereof by the Corporation (including, without limitation, and the issue, sale issue and delivery on or after the Closing Effective Date of the Common Shares and Warrants comprising the Units (and any Additional Securities) Qualified Securities to the Underwriters as contemplated herein), Warrantholders do not constitute and will not (i) conflict with or result in a any breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any violation of the terms, conditions articles or provisions of the constating documents or articles by-laws of the Corporation; , or (ixii) violate the provisions of any law, statute, rule or regulation to which the Corporation being a “reporting issuer” (or its equivalent) not on the list property or assets thereof is subject in the Province of defaulting issuers maintained by the Qualifying Authority, in each of the Qualifying Provinces;Ontario. (x) all F. All documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having have been filed and taken in order to qualify the Distribution (or Distribution to the public, as the case may be) Warrantholders of the Units (and any Additional Securities) New Warrants in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who Jurisdictions. G. The Qualified Securities have complied with the relevant provisions thereof; (xi) the Common Shares included in the Units and any Additional Securities, the Warrants and the Warrant Shares having been conditionally approved for listing on the Exchanges TSX. H. When issued and delivered in accordance with the terms and conditions of this agreement, the Supplemental Warrant Indentures and the New Warrant Indenture, the New Warrants will be posted for trading thereon upon satisfaction of the conditions thereto; (xii) the Common Shares included in the Units and any Additional Securities, when validly issued by the Corporation, having . I. The New Warrant Shares have been validly issued reserved for issue by the Corporation and, upon issue in accordance with the terms and being fully-conditions of the New Warrant Indenture, will be validly issued as fully paid and non-assessable;assessable shares of the Corporation. (xiii) the J. The first trade of in, or resale of, as applicable, the New Warrant Shares being is exempt from from, or is not subject to, the prospectus requirements of the Canadian Securities Laws;Laws of each of the Qualifying Jurisdictions and no prospectus or other document is required to be filed, proceeding taken, or approval, permit, consent or authorization obtained under Canadian Securities Laws in any of the Qualifying Jurisdictions in respect of such trade, subject to the exceptions generally provided for in such opinions. (xiv) Equity Transfer & Trust Company, K. CIBC Mellon at its principal office offices in the City of Toronto, Ontario and Vancouver, British Columbia has been appointed as transfer agent, registrar and disbursing agent for the common shares of the Corporation; (xv) Equity Transfer & Trust Company, at its principal office in the City of Toronto, Ontario has been duly appointed as the warrant agent for the New Warrants and as the registrar and transfer agent for the Common Shares in respect Canada and Mellon Investor Services LLC at its principal offices in Jersey City, New Jersey has been appointed co-registrar and transfer agent for the Common Shares in the United States. L. The attributes of the Warrants;Qualified Securities are accurately summarized in all material respects in the Final Prospectus. M. Upon listing on the TSX, the Qualified Securities will be qualified investments under the Income Tax Act (xviCanada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans and registered disability savings plans. N. The statements set forth in the Final Prospectus under the heading “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in ”, insofar as they purport to describe the Final Prospectus being true and correct; (xvii) the attributes provisions of the Common Shares and Warrants comprising the Units and any Additional Securities conforming in all respects laws referred to the description thereof in the Final Prospectus; (xviii) the form therein, are fair summaries of the certificate representing the Common Shares and the Warrants have been approved by the directors of the Corporation and comply with all legal requirements relating thereto; and (xix) such other matters as may be reasonably requested by the Underwriters or their counsel no less than 24 hours prior to the Closing Time; acceptable in all reasonable respects to Canadian counsel to the Underwriters, Fasken Xxxxxxxxx XxXxxxxx LLPdiscussed therein;