Common use of Registration Statement and Prospectus; Public Offering Clause in Contracts

Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-23001), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. The number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules), including the documents incorporated by reference therein, included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it became effective (the "Effective Date"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b), Rule 430A, Rule 434 and Rule 462(b) of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus, including the documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriters propose to make a public offering of the Shares in the United States, as set forth in and pursuant to the Prospectus and an offer of the Shares on a private placement basis in Canada in the provinces of British Columbia, Ontario and Quebec, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Canadian private placement shall be pursuant to an offering memorandum (the "Offering Memorandum") comprised of the Prospectus and a Canadian wrapper. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and Offering Memorandum and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared and filed a preliminary short form prospectus (including any documents incorporated by reference) (collectively, the "PRELIMINARY PROSPECTUS") in conformity with the requirements of Qualifying Provinces (as defined below) and a registration statement including the Securities Act of 1933, as amended Preliminary Prospectus (the "Securities Act"), and the published rules and regulations thereunder (the "RulesPRELIMINARY REGISTRATION STATEMENT") adopted by with the Securities and Exchange Commission (the "CommissionSEC") in the United States and has obtained a registration MRRS decision statement issued by the Ontario Securities Commission ("OSC") for the Preliminary Prospectus. The Company shall, as soon as possible and in any event not later than 11:00 a.m. (Toronto time) on Form S-3 June 17, 2002 use its reasonable best efforts to prepare and file, and by 5:00 p.m. on such date, obtain pursuant to National Policy 43-201 adopted by the Canadian Securities Regulators (No. 333as defined below) and its related memorandum of understanding ("NP 43-23001201") an MRRS decision document evidencing the issuance by the Canadian securities regulatory authorities in all the provinces of Canada (the "QUALIFYING PROVINCES", with the applicable regulators in the Qualifying Provinces collectively referred to as the "CANADIAN SECURITIES REGULATORS") of receipts for the Canadian (final) short form prospectus (in both the English and French languages unless the context indicates otherwise), including a preliminary prospectus any documents incorporated therein by reference, prepared by the Company and relating to the distribution of the Shares and for which an MRRS decision document has been issued by the OSC on its own behalf and on behalf of each of the other Canadian Securities Regulators (collectively, the "CANADIAN FINAL PROSPECTUS") and other related documents in respect of the proposed distribution of the Shares, in accordance with National Instrument 44-101 and has NP 43-201, and shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriters, all applicable securities laws in each of the Qualifying Provinces and the respective regulations and rules under such laws together with applicable published policy statements of the Canadian Securities Administrators and the Canadian Securities Regulators in the Qualifying Provinces ("CANADIAN SECURITIES LAWS") required to be fulfilled or complied with by the Company and the Selling Shareholders to enable the Shares to be lawfully distributed to the public in the Qualifying Provinces through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Provinces. The Company shall immediately after the filing of the Canadian Final Prospectus with the OSC on the date on which the Canadian Final Prospectus is filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. The number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" means any preliminary prospectus (as described OSC, file in Rule 430 of the Rules), including the documents incorporated by reference therein, included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it became effective (the "Effective Date"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b), Rule 430A, Rule 434 and Rule 462(b) of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus, including the documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed conformity with the Commission pursuant to Rule 424(b) requirements of the Rules). The Company understands that the Underwriters propose to make a public offering of the Shares all applicable securities legislation in the United States, as set forth in and pursuant to including without limitation the Prospectus and an offer of the Shares on a private placement basis in Canada in the provinces of British Columbia, Ontario and QuebecU.S. SECURITIES ACT OF 1933, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Canadian private placement shall be pursuant to an offering memorandum amended (the "Offering Memorandum1933 ACT"), and the U.S. SECURITIES EXCHANGE ACT OF 1934 (the "1934 ACT") comprised and the rules and regulations promulgated thereunder (the "RULES") (collectively the "U.S. SECURITIES LAWS") an amendment to the Preliminary Registration Statement including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 under the 1933 Act and the Rules), (the "REGISTRATION STATEMENT", with the U.S. prospectus included therein being referred to as the "U.S. FINAL PROSPECTUS") and shall have fulfilled and complied with, to the reasonable satisfaction of the Prospectus and a Canadian wrapper. The Company hereby confirms that Underwriters, the Underwriters and dealers have been authorized to distribute or cause U.S. Securities Laws required to be distributed each preliminary prospectus and Offering Memorandum and are authorized to distribute the Prospectus (as from time to time amended fulfilled or supplemented if complied with by the Company furnishes amendments or supplements thereto and the Selling Shareholders to enable the Shares to be lawfully distributed to the Underwriters)public in the United States.

Registration Statement and Prospectus; Public Offering. The Company has prepared and filed a preliminary short form prospectus (including any documents incorporated by reference, the "CANADIAN PRELIMINARY PROSPECTUS") with the British Columbia Securities Commission (the "REVIEWING AUTHORITY") in the Province of British Columbia and with the securities regulatory authorities (together with the Reviewing Authority, the "QUALIFYING AUTHORITIES") in each of the provinces of Alberta, Saskatchewan, Manitoba and Ontario (together with British Columbia, the "QUALIFYING Provinces"). The Company has filed the Canadian Preliminary Prospectus with the Qualifying Authorities pursuant to National Policy 43-201 - Mutual Reliance Review-System for Prospectuses and AIFs and its related memorandum of understanding ("NP 43-201"), and the Reviewing Authority is acting as principal regulator. The Reviewing Authority has issued a preliminary Mutual Reliance Review System ("MRRS") decision document for the Canadian Preliminary Prospectus. The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-10, which registration statement includes the Canadian Preliminary Prospectus, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (the "U.S. PRELIMINARY PROSPECTUS", and together with the Canadian Preliminary Prospectus, the "PRELIMINARY PROSPECTUSES"). The Company shall use its reasonable best efforts to, as soon as possible, prepare and file a final prospectus, and by 5:00 p.m. (Vancouver time) on May 23, 2003, obtain pursuant to NP 43-201 an MRRS decision document evidencing the issuance by each of the Qualifying Authorities of receipts for the Canadian (final) short form prospectus, including any documents incorporated therein by reference, prepared by the Company and relating to the distribution of the Shares and for which an MRRS decision document has been issued by the Reviewing Authority on its own behalf and on behalf of each of the other Qualifying Authorities (collectively, the "CANADIAN FINAL PROSPECTUS") and other related documents in respect of the proposed distribution of the Shares, in accordance with National Instrument 44-101- Short Form Prospectus Distributions ("NI 44-101") and NP 43-201, and shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriters, all applicable securities laws in each of the Qualifying Provinces and the respective regulations and rules under such laws together with applicable published policy statements of the Canadian Securities Administrators and the Qualifying Authorities ("CANADIAN SECURITIES LAWS") required to be fulfilled or complied with by the Company to enable the Shares to be lawfully distributed to the public in the Qualifying Provinces through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Provinces. The Company shall immediately after the filing of the Canadian Final Prospectus with the Reviewing Authority on the date on which the Canadian Final Prospectus is filed with the Reviewing Authority, file in conformity with the requirements of all applicable securities legislation in the Securities Act of United States, including without limitation the SECURITIES ACT OF 1933, as amended (the "Securities Act1933 ACT") and the rules and regulations promulgated thereunder (the "1933 ACT RULES"), and the published SECURITIES EXCHANGE ACT OF 1934 (the "1934 ACT") and the rules and regulations promulgated thereunder (the "Rules1934 ACT RULES") adopted by the Securities and Exchange Commission (collectively the "CommissionU.S. SECURITIES LAWS") a an amendment to the registration statement on including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form S-3 (No. 333-23001F-10 under the 1933 Act and the Rules), including a preliminary (in the form in which it becomes effective, the "REGISTRATION STATEMENT", with the U.S. prospectus relating included therein being referred to as the "U.S. FINAL PROSPECTUS") and shall have fulfilled and complied with, to the Sharesreasonable satisfaction of the Underwriters, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been U.S. Securities Laws required to the date of this Agreement. The number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus have heretofore been delivered be fulfilled or complied with by the Company to youenable the Shares to be lawfully distributed to the public in the United States. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of U.S. Final Prospectus and the Rules)Canadian Final Prospectus, including the together with all documents included or incorporated by reference therein, included at any time are collectively referred to as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it became effective (the "Effective DateFinal Prospectuses"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b), Rule 430A, Rule 434 and Rule 462(b) of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus, including the documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriters propose to make a public offering of the Shares in the United States, as set forth in and pursuant to the Prospectus and an offer of the Shares on a private placement basis in Canada in the provinces of British Columbia, Ontario and Quebec, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Canadian private placement shall be pursuant to an offering memorandum (the "Offering Memorandum") comprised of the Prospectus and a Canadian wrapper. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and Offering Memorandum and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-2300120941), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. The number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules), including the documents incorporated by reference therein, included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it became effective (the "Effective Date"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b), Rule 430A, Rule 434 and Rule 462(b) of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus, including the documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the Commission pursuant to Rule 424(b) of the Rules). The Company understands and the Selling Securityholder understand that the Underwriters propose to make a public offering of the Shares in the United StatesShares, as set forth in and pursuant to the Prospectus and an offer of the Shares on a private placement basis in Canada in the provinces of British Columbia, Ontario and QuebecProspectus, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Canadian private placement shall be pursuant to an offering memorandum (Company and the "Offering Memorandum") comprised of the Prospectus and a Canadian wrapper. The Company Selling Securityholder hereby confirms confirm that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and Offering Memorandum and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity and filed with the requirements British Columbia Securities Commission in the province of British Columbia (the "REVIEWING AUTHORITY") and with the securities regulatory authorities (together with the Reviewing Authority, the "QUALIFYING AUTHORITIES") Alberta, Saskatchewan, Manitoba and Ontario (together with British Columbia, the "QUALIFYING PROVINCES") a preliminary short form prospectus relating to the Shares (the "CANADIAN PRELIMINARY PROSPECTUS"). The Company has filed the Canadian Preliminary Prospectus with the Qualifying Authorities pursuant to National Policy 43-201 - Mutual Reliance Review-System for Prospectuses and Annual Information Forms and its related memorandum of understanding, and the Reviewing Authority is acting as principal regulator. The Reviewing Authority has issued a preliminary Mutual Reliance Review System decision document for the Canadian Preliminary Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 (File No. 333-109066) covering the Shares under the Securities Act of 1933, as amended (the "Securities Act1933 ACT"), including the Canadian Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the published applicable rules and regulations thereunder of the SEC) (the "RulesU.S. PRELIMINARY PROSPECTUS") adopted by , and together with the Securities and Exchange Commission (Canadian Preliminary Prospectus, the "Commission"PRELIMINARY PROSPECTUSES" ). In addition, the Company (A) has prepared and filed (1) with the Qualifying Authorities, a registration statement on Form S-3 (No. 333-23001), including a preliminary final short form prospectus relating to the Shares, and has filed with Shares (the Commission "BASE PREP PROSPECTUS") which omits the Registration Statement PREP Information (as hereinafter defined) in accordance with National Instrument 44-103 - Post-Receipt Pricing (the "PREP PROCEDURES") and (2) with the SEC, an amendment to such amendments thereof registration statement, including the Base PREP Prospectus (with such deletions therefrom and additions thereto as may have been are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), and (B) will prepare and file, promptly after the execution and delivery of this Agreement, (1) with the Qualifying Authorities, in accordance with the PREP Procedures, a supplemented PREP prospectus setting forth the PREP Information (the "SUPPLEMENTED PREP PROSPECTUS"), and (2) with the SEC, in accordance with General Instruction II.L. of Form F-10, the Supplemented PREP Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the "U.S. SUPPLEMENTED PROSPECTUS"). The information included in the Supplemented PREP Prospectus that is omitted from the Base PREP Prospectus and which is deemed under the PREP Procedures to be incorporated by reference in the Base PREP Prospectus as of the date of the Supplemented PREP Prospectus is referred to herein as the "PREP INFORMATION". Each prospectus relating to the Shares (A) used in the United States (1) before the time such registration statement on Form F-10 became effective or (2) after such effectiveness and prior to the execution and delivery of this Agreement or (B) used in Canada (1) before a final Mutual Reliance Review System decision document for the Base PREP Prospectus had been received from the Reviewing Authority on behalf of itself and the Qualifying Authorities or (2) after such final Mutual Reliance Review System decision document has been received and prior to the execution and delivery of this Agreement. The number of executed copies requested by you of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus have heretofore been delivered by the Company to you. The term "preliminary prospectus" means any preliminary prospectus (as described , in Rule 430 of the Rules)each case, including the documents incorporated by reference therein, included at any time as that omits the PREP Information, is herein called a part of "PRELIMINARY PROSPECTUS". Such registration statement on Form F-10, including the Registration Statement. The Registration Statementexhibits thereto and the documents incorporated by reference therein, as amended at the time and on the date it became effective (is herein called the "Effective DateREGISTRATION STATEMENT"), including all documents incorporated by reference therein and all exhibits and information, if any, deemed to be part of . The prospectus included in the Registration Statement pursuant to Rule 424(b), Rule 430A, Rule 434 and Rule 462(b) of at the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectustime it became effective, including the documents incorporated by reference therein, in the form first used to confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the Commission pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriters propose to make a public offering of the Shares in the United States, as set forth in and pursuant to the Prospectus and an offer of the Shares on a private placement basis in Canada in the provinces of British Columbia, Ontario and Quebec, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Canadian private placement shall be pursuant to an offering memorandum (is herein called the "Offering MemorandumU.S. PROSPECTUS") comprised of the Prospectus and , except that if a Canadian wrapper. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and Offering Memorandum and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).U.S. Supplemented