Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Corporation, threatened by the SEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer.

Registration Statement and Prospectuses. The Corporation is qualified in accordance Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the provisions Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 to file and for the use of a short form base shelf prospectus in each with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Jurisdictions Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the entering into best of this Agreement will not cause the Final Receipt Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to no longer be effectivethe Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing of the Registration Statement, Statement the Corporation Company met, and as of the date hereof the Corporation Company meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statement Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation Company and, as applicable, the Corporation Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CorporationCompany, threatened by the SECCommission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Canadian Qualifying AuthorityShares, the time of sale of such Shares pursuant to this Agreement. The Canadian ProspectusProspectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares Securities and to the CorporationCompany and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents Canaccord furnished to the Corporation Company in writing by or on behalf of the Agents Canaccord expressly for use therein. The U.S. ProspectusProspectuses, at the time first filed in accordance with General Instruction II.L. of Form F- 10F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusProspectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The Corporation statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Agents Investor one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the Agents have reasonably requestedoffering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesShares and at the date hereof, the Corporation Company was not and, as of the date of this Agreement, and is not, not an Ineligible Issuer (“ineligible issuer,” as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the SEC Commission pursuant to Rule 405 under of the U.S. Securities Act that it is not necessary that the Corporation Company be considered an Ineligible Issuerineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 Registration Statement has become effective pursuant to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 Rule 467(a) under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No ; no stop order suspending the effectiveness of the Registration Statement has been issued, is in effect and no proceeding proceedings for that such purpose has been instituted are pending before or, to the knowledge of the CorporationCompany’s knowledge, threatened by the SECCommission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order preventing or action that would have the effect of ceasing or suspending the use distribution of the Base Prospectuses, the Prospectus Supplements, the Prospectuses Securities or any Issuer Free Writing Prospectus other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to the SEC or Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian ProspectusProspectus Supplement, and any amendments or supplements thereto, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicablethereof, will comply each comply, in all material respects with the applicable requirements of Canadian Securities Laws. The ; the Canadian Prospectus, as amended or supplementedProspectus Supplement, as of its datethe date of the Canadian Prospectus Supplement, did and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not andmisleading; and the Canadian Prospectus Supplement, as and any amendments or supplements thereto, at the time of each Applicable Time and Settlement Date, if anyfiling thereof, will not contain a misrepresentationeach constitute, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the CorporationShares. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with All forward-looking information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the U.S. Securities Act)Company contained in the Registration Statement, without taking account the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of any determination by opinion, intention and expectation, as at the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation time they were or will be considered an Ineligible Issuermade, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly based.

Registration Statement and Prospectuses. The Corporation is qualified in accordance Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the provisions Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 to file and for the use of a short form base shelf prospectus in each with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Jurisdictions Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the entering into best of this Agreement will not cause the Final Receipt Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to no longer be effectivethe Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing of the Registration Statement, Statement the Corporation Company met, and as of the date hereof the Corporation Company meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statement Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation Company and, as applicable, the Corporation Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CorporationCompany, threatened by the SECCommission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on XXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on XXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Canadian Qualifying AuthorityShares, the time of sale of such Shares pursuant to this Agreement. The Canadian ProspectusProspectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares Securities and to the CorporationCompany and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents Canaccord furnished to the Corporation Company in writing by or on behalf of the Agents Canaccord expressly for use therein. The U.S. ProspectusProspectuses, at the time first filed in accordance with General Instruction II.L. of Form F- 10F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusProspectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The Corporation statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Agents Investor one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the Agents have reasonably requestedoffering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesShares and at the date hereof, the Corporation Company was not and, as of the date of this Agreement, and is not, not an Ineligible Issuer (“ineligible issuer,” as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the SEC Commission pursuant to Rule 405 under of the U.S. Securities Act that it is not necessary that the Corporation Company be considered an Ineligible Issuerineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Canadian Investment Regulatory Organization (“CIRO”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on January 17, 2025. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR+, as the case may be, to the knowledge Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the CorporationAgents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, threatened by on the SECTSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as which the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 0000 Xxx) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. 1933 Act and is qualified to use a short form prospectus and the Shelf Procedures provided under the Canadian Securities Act. Any amendment Laws; a Final Receipt has been obtained from the OSC in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or supplement suspending the trading or distribution of the Securities has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Registration Statement Company’s knowledge, are contemplated by any Canadian Commission or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any court; no stop order suspending the effectiveness of the Registration Statement has been issued, issued by the Commission and no proceeding proceedings for that purpose has have been instituted or are pending or, to the knowledge of the CorporationCompany’s knowledge, threatened are contemplated by the SEC. No order preventing or suspending Commission; the use of the Base ProspectusesRegistration Statement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, including the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the such amendments to such Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of been required to the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 has been prepared by the Company under the U.S. Securities Act), without taking account provisions of any determination by the SEC 1933 Act and has been filed with the Commission; pursuant to Rule 405 467(b) under the 1933 Act, the Registration Statement became effective on July 15, 2011 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus, including amendments thereof, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the Closing Time and any Date of Delivery, there will be no reports or information that, in accordance with the requirements of the Canadian Securities Act Laws, must be filed or made publicly available in connection with the listing of the Securities on the Toronto Stock Exchange (“TSX”) or on the NYSE Amex (“NYSE AMEX”) (other than routine post-closing filings) that it is have not necessary been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; there are no documents required to be filed with the OSC in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that the Corporation be considered an Ineligible Issuerhave not been filed as required.

Registration Statement and Prospectuses. The Corporation is qualified in accordance Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the provisions Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 to file and for the use of a short form base shelf prospectus in each with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Jurisdictions Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the entering into best of this Agreement will not cause the Final Receipt Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to no longer be effectivethe Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing of the Registration Statement, Statement the Corporation Company met, and as of the date hereof the Corporation Company meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statement Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation Company and, as applicable, the Corporation Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CorporationCompany, threatened by the SECCommission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying AuthorityCommission. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure Copies of all material facts relating to filings made by the Placement Shares and to Company under the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer.all Commission

Registration Statement and Prospectuses. The Corporation is qualified in accordance Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the provisions Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 to file and for the use of a short form base shelf prospectus in each with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Jurisdictions Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to the Agents or made available to the Agents on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the entering into best of this Agreement will not cause the Final Receipt Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to no longer be effectivethe Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing of the Registration Statement, Statement the Corporation Company met, and as of the date hereof the Corporation Company meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied in all material respects with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation Company and, as applicable, the Corporation Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CorporationCompany, threatened by the SECCommission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC Commission. Copies of all filings made by the Company under the Securities Act, and all Commission Documents that were filed with the Commission, in respect of the Offering have either been delivered to the Agents or any made available to the Agents on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Canadian Qualifying AuthorityAuthorities in respect of the Offering have either been delivered to the Agents or made available to the Agents on SEDAR. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Placement Shares, the time of sale of such Placement Shares pursuant to this Agreement. The Canadian ProspectusProspectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares Securities and to the CorporationCompany and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation Company in writing by or on behalf of the Agents expressly for use therein. The U.S. ProspectusProspectuses, at the time first filed in accordance with General Instruction II.L. of Form F- 10F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusProspectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The Corporation statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Agents one complete copy copies of each of the Canadian Final Base Prospectus and Prospectus, the Registration Statement and a copy of each Statement, any consent or certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and Prospectus, the Registration Statement (without exhibits) ), and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requestedrequested in writing prior to the date hereof. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesShares and at the date hereof, the Corporation Company was not and, as of the date of this Agreement, and is not, not an Ineligible Issuer (“ineligible issuer,” as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the SEC Commission pursuant to Rule 405 under of the U.S. Securities Act that it is not necessary that the Corporation Company be considered an Ineligible Issuerineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with Company and, assuming no act or omission on the provisions part of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of MLV that would make such statement untrue, the Canadian Qualifying Jurisdictions and the entering into of transactions contemplated by this Agreement will not cause meet the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, requirements for and as of the date hereof the Corporation meets, comply with the general eligibility requirements for the use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the The Registration Statement has been issuedfiled with the Commission and has been declared effective under the Securities Act. Each U.S. Prospectus Supplement will name MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no proceeding for that purpose has been instituted ornotice of, to the knowledge any order of the Corporation, threatened by the SEC. No order Commission or a Canadian Commission preventing or suspending the use of the Base ProspectusesRegistration Statement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC threatening or any Canadian Qualifying Authorityinstituting proceedings for that purpose. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied Registration Statement complies in all material respects and, with the requirements of Form F-10 under the Securities Act and the offer and sale of Placement Shares as amended or supplemented, if applicable, will contemplated hereby (and assuming compliance by MLV with its obligations hereunder) meet the requirements of NI 44-102 and comply in all material respects with Canadian Securities Lawssaid National Instrument and/or the conditions of any exemptive relief order issued by the BCSC exempting the Company from the requirements to comply with certain provisions thereof. Any statutes, regulations, document or contracts of a character required to be described in the Registration Statement or the Prospectuses or to be filed as an exhibit to the Registration Statement have been or will be in the case of the Prospectuses, so described or filed. Copies of the Registration Statement, the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EXXXX, to MLV and its counsel. The Canadian Prospectus, as amended or supplemented, as of its date, did Company has not distributed and, as prior to the later to occur of each Applicable Time Settlement Date and Settlement Date, if anycompletion of the distribution of the Placement Shares, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended distribute any offering material in connection with the offering or supplemented, as sale of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and other than the Registration Statement and a copy of each consent of experts filed the Prospectuses and any Issuer Free Writing Prospectus (as a part thereof, and conformed copies of defined below) to which MLV has consented. The Common Shares are currently listed on the Canadian Final Base Prospectus TSX and the NASDAQ under the trading symbols “COM” and “CRME,” respectively. Except as disclosed in the Registration Statement (without exhibits) and Statement, including the Incorporated Documents, or the Prospectuses, as may be amended or supplementedthe Company has not, in the 12 months preceding the date hereof, received notice from the Exchanges to the effect that the Company is not in compliance with the listing or maintenance requirements of such quantities and at such places Exchanges. Except as the Agents have reasonably requested. At the time of filing of disclosed in the Registration Statement and at Statement, including the earliest time after Incorporated Documents, or the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesProspectuses, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant Company has no reason to Rule 405 under the U.S. Securities Act believe that it is will not necessary that in the Corporation foreseeable future continue to be considered an Ineligible Issuerin compliance with all such listing and maintenance requirements, other than compliance with minimum bid or market capitalization requirements, in respect of which the Company makes no representation or warranty.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing Each of the Registration Statement, the Corporation met, Statement and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 any amendment thereto has been declared effective under the U.S. Securities 1933 Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issuedissued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceeding proceedings for that purpose has any of those purposes have been instituted or are pending or, to the knowledge of Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Corporation, threatened by the SECCommission and Canadian Regulators for additional information. No order preventing or suspending the use of the Canadian MJDS Base Prospectuses, Prospectus or the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus Preliminary Canadian MJDS Supplement has been issued by the SEC or any Canadian Qualifying AuthorityRegulators. The Canadian ProspectusEach of the Registration Statement and any post-effective amendment thereto, at the time of filing thereof with the Canadian Qualifying Authoritiesit became effective, complied in all material respects andwith the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, as amended the Prospectus and any amendment or supplementedsupplement thereto, if applicableat the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Canadian MJDS Base Prospectus and the Preliminary Canadian MJDS Supplement comply, and the Final Canadian MJDS Supplement and any further amendments or supplements to the Canadian MJDS Base Prospectus and the Final Canadian MJDS Supplement will comply, in all material respects to the requirements of NI 71-101 and Canadian Securities Laws. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The documents incorporated or deemed to be incorporated by reference in the Final Canadian MJDS Supplement, complied and will comply in all material respects with the requirements of Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain Company is a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectusreporting issuer, or any amendments or supplements theretothe equivalent thereof, made in reliance upon and in conformity with information relating to under the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy securities laws of each of the Canadian Final Base Prospectus Jurisdictions (“Canadian Securities Laws”), is not in default of any requirement of Canadian Securities Laws, and the Registration Statement and Company is not included on a copy list of each consent of experts filed as a part thereof, and conformed copies defaulting reporting issuers maintained by any of the Canadian Final Base Prospectus Regulators that maintain such lists. The Company is not the subject of a cease trade order, or management cease trade order, issued by the Canadian Regulators, or any of them, and the Registration Statement (without exhibits) Company is, to the best of its knowledge, not aware of any such order being contemplated or threatened by the Canadian Regulators, or any of them. All disclosure and filings on the public record and fees required to be made and paid by the Company and its subsidiaries pursuant to Canadian Securities Laws have been made and paid in all material respects, and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was Company has not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of filed any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconfidential material change reports.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt Receipts to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Corporation, threatened by the SEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on April 10, 2014 (the “Effective Date”). The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-102 and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the knowledge Agent and its counsel. The U.S. Prospectus and the Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the CorporationPlacement Shares, threatened by on the SECTSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus to which the Agent has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation is qualified in accordance Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of conditions for the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the The Registration Statement has been issuedfiled with the Commission and has been declared effective under the Securities Act. The U.S. Prospectus Supplement will name MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no proceeding for that purpose has been instituted ornotice of, to the knowledge any order of the Corporation, threatened by the SEC. No order Commission or a Canadian Commission preventing or suspending the use of the Base ProspectusesRegistration Statement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC threatening or any Canadian Qualifying Authorityinstituting proceedings for that purpose. The Canadian Prospectus, at Registration Statement meets the time requirements of filing thereof with Form F-10 under the Canadian Qualifying Authorities, complied in all material respects and, Securities Act and the offer and sale of Placement Shares as amended or supplemented, if applicable, will contemplated hereby meet the requirements of NI 44-102 and comply in all material respects with Canadian Securities Lawssaid National Instrument. Any statutes, regulations, document or contracts of a character required to be described in the Registration Statement or the Prospectuses or to be filed as an exhibit to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through XXXXX, to MLV and its counsel. The Canadian Prospectus, as amended or supplemented, as of its date, did Company has not distributed and, as prior to the later to occur of each Applicable Time Settlement Date and Settlement Date, if anycompletion of the distribution of the Placement Shares, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended distribute any offering material in connection with the offering or supplemented, as sale of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and other than the Registration Statement and a copy of each consent of experts filed the Prospectuses and any Issuer Free Writing Prospectus (as a part thereof, and conformed copies of defined below) to which MLV has consented. The Common Shares are currently listed on the Canadian Final Base Prospectus and NASDAQ under the trading symbol “AEZS.” Except as disclosed in the Registration Statement (without exhibits) and Statement, including the Incorporated Documents, or the Prospectuses, as may be amended or supplementedthe Company has not, in the 12 months preceding the date hereof, received notice from the Exchanges to the effect that the Company is not in compliance with the listing or maintenance requirements of such quantities and at such places Exchanges. Except as the Agents have reasonably requested. At the time of filing of disclosed in the Registration Statement and at Statement, including the earliest time after Incorporated Documents, or the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesProspectuses, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant Company has no reason to Rule 405 under the U.S. Securities Act believe that it is will not necessary that in the Corporation foreseeable future continue to be considered an Ineligible Issuerin compliance with all such listing and maintenance requirements, other than compliance with minimum bid or market capitalization requirements, in respect of which the Company makes no representation or warranty.

Registration Statement and Prospectuses. The Corporation is qualified in accordance Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the provisions Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 to file and for the use of a short form base shelf prospectus in each with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Jurisdictions Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to CF&Co or made available to CF&Co on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the entering into best of this Agreement will not cause the Final Receipt Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to no longer be effectivethe Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing of the Registration Statement, Statement the Corporation Company met, and as of the date hereof the Corporation Company meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statement Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation Company and, as applicable, the Corporation Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CorporationCompany, threatened by the SECCommission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to CF&Co or made available to CF&Co on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to CF&Co or made available to CF&Co on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Canadian Qualifying AuthorityShares, the time of sale of such Shares pursuant to this Agreement. The Canadian ProspectusProspectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusProspectuses, as amended or supplemented, as of its datetheir respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares Securities and to the CorporationCompany and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation Agent Information (as defined in writing by or on behalf of the Agents expressly for use thereinSection 11(b) herein). The U.S. ProspectusProspectuses, at the time first filed in accordance with General Instruction II.L. of Form F- 10F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusProspectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The Corporation statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Agents one CF&Co complete copy copies of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have CF&Co has reasonably requested. At The Company has not distributed and will not distribute any offering material in connection with the time of filing offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement and at Statement. At the earliest time after the filing of the Registration Statement that the Corporation Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesShares and at the date hereof, the Corporation Company was not and, as of the date of this Agreement, and is not, not an Ineligible Issuer (“ineligible issuer,” as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the SEC Commission pursuant to Rule 405 under of the U.S. Securities Act that it is not necessary that the Corporation Company be considered an Ineligible Issuerineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Corporation is qualified in accordance Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of conditions for the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the The Registration Statement has been issuedfiled with the Commission and has been declared effective under the Securities Act. The U.S. Prospectus Supplement will name MLV as the agent in the section entitled "Plan of Distribution." The Company has not received, and has no proceeding for that purpose has been instituted ornotice of, to the knowledge any order of the Corporation, threatened by the SEC. No order Commission or a Canadian Commission preventing or suspending the use of the Base ProspectusesRegistration Statement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC threatening or any Canadian Qualifying Authorityinstituting proceedings for that purpose. The Canadian Prospectus, at Registration Statement meets the time requirements of filing thereof with Form F-10 under the Canadian Qualifying Authorities, complied in all material respects and, Securities Act and the offer and sale of Placement Shares as amended or supplemented, if applicable, will contemplated hereby meet the requirements of NI 44-102 and comply in all material respects with Canadian Securities Lawssaid National Instrument and/or the conditions of any exemptive relief order issued by the Quebec Authorité des marchés financiers exempting the Company from the requirements to comply with certain provisions thereof. Any statutes, regulations, document or contracts of a character required to be described in the Registration Statement or the Prospectuses or to be filed as an exhibit to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through XXXXX, to MLV and its counsel. The Canadian Prospectus, as amended or supplemented, as of its date, did Company has not distributed and, as prior to the later to occur of each Applicable Time Settlement Date and Settlement Date, if anycompletion of the distribution of the Placement Shares, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended distribute any offering material in connection with the offering or supplemented, as sale of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and other than the Registration Statement and a copy of each consent of experts filed the Prospectuses and any Issuer Free Writing Prospectus (as a part thereof, and conformed copies of defined below) to which MLV has consented. The Common Shares are currently listed on the Canadian Final Base Prospectus and NASDAQ under the trading symbol "AEZS." Except as disclosed in the Registration Statement (without exhibits) and Statement, including the Incorporated Documents, or the Prospectuses or as publicly disclosed by the Company in its news release dated May 16, 2012, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchanges to the effect that the Company is not in compliance with the listing or maintenance requirements of such Exchanges. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectuses, as may the Company has no reason to believe that it will not in the foreseeable future continue to be amended in compliance with all such listing and maintenance requirements, other than compliance with minimum bid or supplementedmarket capitalization requirements, in such quantities and at such places as respect of which the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation Company makes no representation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerwarranty.

Registration Statement and Prospectuses. (i) The Corporation is qualified in accordance Company has filed with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each SEC the Registration Statement under the Securities Act, which became effective on September 25, 2024 (the “Effective Date”), for the registration under the Securities Act of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effectivePublic Shares. At the time of filing such filing, the Company met the requirements of Form F-10 under the Securities Act. Any reference in this Agreement to the Registration Statement, the Corporation metProspectus, the Prospectus Supplement or the Canadian Prospectus shall be deemed to refer to and include the documents incorporated by reference therein which were filed under the Exchange Act or under applicable Canadian Securities Laws, on or before the date of this Agreement, or the issue date of the Prospectus, the Prospectus Supplement or the Canadian Prospectus, as the case may be. (ii) The Canadian Base Shelf Prospectus and the Canadian Prospectus Supplement complied as of the date hereof time of filing thereof, and any further amendments or supplements thereto will comply, in all material respects with the Corporation meets, the general eligibility applicable requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to applicable Canadian Securities Laws; the knowledge of the Corporation, threatened by the SEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at as of the time of filing thereof, did not, and any further amendments or supplements thereto will not, as of the time of filing thereof with and through the Canadian Qualifying AuthoritiesClosing Date include any untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements therein, complied in all material respects andlight of the circumstances under which they were made, as amended not false or supplementedmisleading, if applicable, will comply in all material respects with Canadian Securities Laws. The and the Canadian Prospectus, as amended of the time of filing thereof, constituted, and any further amendments or supplementedsupplements thereto will, as of its datethe time of filing thereof and through the Closing Date constitute, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Public Shares and to the CorporationCompany. The representations and warranties Company is eligible to use the procedures set forth in NI 44-101 and National Instrument 44-102 – Shelf Distributions. No cease trade order preventing or suspending the two immediately preceding sentences do use of the Canadian Prospectus or preventing the distribution of the Public Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any Canadian Securities Administrators; as of their respective dates. To its knowledge, the Company is not apply a "related issuer" or "connected issuer" (as those terms are defined in National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators) of any of the Underwriters. (iii) Any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus Supplement shall be deemed to refer to and include (a) the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference, and (b) the filing of any document under applicable Canadian Securities Laws after the date of this Agreement, or the date of the Canadian Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. (iv) All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Prospectus, the Prospectus Supplement or omissions from the Canadian Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or the Prospectus Supplement has been issued, and no Proceeding for any amendments such purpose is pending or supplements theretohas been initiated or, made in reliance upon and in conformity with information relating to the Agents furnished to knowledge of the Corporation Company, is threatened in writing by the SEC. No order of any Canadian Securities Administrator or on behalf stock exchange in Canada to cease distribution of the Agents expressly for use therein. The U.S. Public Shares under the Canadian Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicablehas been issued and no Proceedings for such purpose have been initiated or, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each knowledge of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereofCompany, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement threatened. (without exhibitsv) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date For purposes of this Agreement, is not, an Ineligible Issuer (as defined “Free Writing Prospectus” has the meaning set forth in Rule 405 under the U.S. Securities Act). The Company will not, without taking account the prior consent of the Representative, prepare, use or refer to any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible IssuerFree Writing Prospectus.

Registration Statement and Prospectuses. The Corporation is REIT and Granite GP are qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation REIT and Granite GP met, and as of the date hereof the Corporation meetsREIT and Granite GP meet, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation REIT and Granite GP and, as applicable, the Corporation REIT and Granite GP will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CorporationREIT or Granite GP, threatened by the SEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares Units and to the CorporationREIT and Granite GP. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation REIT and Granite GP in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has REIT and Granite GP have delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation REIT, Granite GP or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common SharesUnits, the Corporation was REIT and Granite GP were not and, as of the date of this Agreement, is are not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation REIT or Granite GP be considered an Ineligible Issuer.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 Registration Statement has become effective pursuant to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 Rule 467(b) under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No ; no stop order suspending the effectiveness of the Registration Statement has been issued, is in effect and no proceeding proceedings for that such purpose has been instituted are pending before or, to the knowledge of the CorporationCompany’s knowledge, threatened by the SECCommission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order preventing or action that would have the effect of ceasing or suspending the use distribution of the Base Prospectuses, the Prospectus Supplements, the Prospectuses Securities or any Issuer Free Writing Prospectus other securities of the Company has been issued by any Canadian securities regulatory authority in any of the SEC or Canadian Qualifying Jurisdictions (collectively, the “Canadian Qualifying Authorities”) and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Preliminary Prospectus, at the time of filing thereof with thereof, complied, and the Canadian Qualifying AuthoritiesFinal Prospectus and any amendments or supplements thereto, complied in all material respects and, as amended or supplemented, if applicableat the time of filing thereof, will comply each comply, in all material respects with the applicable requirements of Canadian Securities Laws. The ; the Canadian Preliminary Prospectus, as amended or supplementedat the time of filing thereof, did not, and the Canadian Final Prospectus as of its date, did not and, the date of the Canadian Final Prospectus and any amendments or supplements thereto and at any Date of Delivery (as of each Applicable Time and Settlement Date, if anydefined below), will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not contain a misrepresentation, as defined under misleading; and the Canadian Securities Laws. The Canadian Preliminary Prospectus, as amended at the time of filing thereof, constituted, and the Canadian Final Prospectus and any amendments or supplementedsupplements thereto, as at the time of its date, did and, as filing thereof and at any Date of each Applicable Time and Settlement Date, if anyDelivery, will contain each constitute, full, true and plain disclosure of all material facts relating to the Placement Shares and to the CorporationSecurities. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with All forward-looking information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the U.S. Securities Act)Company contained in the Registration Statement, without taking account the General Disclosure Package or the Final Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of any determination by opinion, intention and expectation, as at the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation time they were or will be considered an Ineligible Issuermade, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly based.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 Registration Statement has become effective pursuant to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 Rule 467(b) under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No ; no stop order suspending the effectiveness of the Registration Statement has been issued, is in effect and no proceeding proceedings for that such purpose has been instituted are pending before or, to the knowledge of the CorporationCompany’s knowledge, threatened by the SECCommission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order preventing or action that would have the effect of ceasing or suspending the use distribution of the Base Prospectuses, the Prospectus Supplements, the Prospectuses Securities or any Issuer Free Writing Prospectus other securities of the Company has been issued by any Canadian securities regulatory authority in any of the SEC or Canadian Qualifying Jurisdictions (collectively, the “Canadian Qualifying Authorities”) and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Preliminary Prospectus, at the time of filing thereof with thereof, complied, and the Canadian Qualifying AuthoritiesWarrant Prospectus and the Canadian Final Prospectus, complied in all material respects andand any amendments or supplements thereto, as amended or supplemented, if applicableat the time of filing thereof, will comply each comply, in all material respects with the applicable requirements of Canadian Securities Laws. The ; the Canadian Preliminary Prospectus, at the time of filing thereof, did not, and the Canadian Warrant Prospectus and the Canadian Final Prospectus, as amended of the date of the Canadian Warrant Prospectus and Final Prospectus, and any amendments or supplementedsupplements thereto and at the Closing Time, as each will not, include any untrue statement of its datea material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, did in light of the circumstances under which they were made, not andmisleading; and the Canadian Preliminary Prospectus, as at the time of each Applicable Time filing thereof, constituted, and Settlement Datethe Canadian Warrant Prospectus and the Canadian Final Prospectus, if anyand any amendments or supplements thereto, at the time of filing thereof and at the Closing Time, will not contain a misrepresentationeach constitute, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the CorporationSecurities. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with All forward-looking information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the U.S. Securities Act)Company contained in the Registration Statement, without taking account the General Disclosure Package or the Final Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of any determination by opinion, intention and expectation, as at the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation time they were or will be considered an Ineligible Issuermade, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly based.

Registration Statement and Prospectuses. (i) The Corporation is qualified in accordance Company has filed with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each Commission the Registration Statement under the Securities Act, which became effective on October 11, 2016 (the “Effective Date”), for the registration under the Securities Act of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effectiveSecurities. At the time of filing such filing, the Company met the requirements of Form F-10 under the Securities Act. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement to the Registration Statement, the Corporation metProspectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 4 of Form F-10 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be. (ii) The Canadian Base Shelf Prospectus and the Canadian Prospectus Supplement complied as of the date hereof time of filing thereof, and any further amendments or supplements thereto will comply, in all material respects with the Corporation meets, the general eligibility applicable requirements for use of Form F-10 under the U.S. Securities Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to applicable Canadian securities laws; the knowledge of the Corporation, threatened by the SEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at as of the time of filing thereof, did not, and any further amendments or supplements thereto will not, as of the time of filing thereof with and through the Canadian Qualifying AuthoritiesClosing Date include any untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements therein, complied in all material respects andlight of the circumstances under which they were made, as amended not false or supplementedmisleading, if applicable, will comply in all material respects with Canadian Securities Laws. The and the Canadian Prospectus, as amended of the time of filing thereof, constituted, and any further amendments or supplementedsupplements thereto will, as of its datethe time of filing thereof and through the Closing Date constitute, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares Securities and to the Corporation. The representations Company. (iii) Any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus Supplement shall be deemed to refer to and warranties include (a) the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference, and (b) the filing of any document under applicable Canadian securities laws after the date of this Agreement, or the date of the Canadian Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. (iv) All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth forth” or “stated” in the two immediately preceding sentences do not apply Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus, the Prospectus Supplement or omissions from the Canadian Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or the Prospectus Supplement has been issued, and no Proceeding for any amendments such purpose is pending or supplements theretohas been initiated or, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf knowledge of the Agents expressly for use thereinCompany, is threatened by the Commission. The U.S. No order of any securities commission, securities regulatory authority or stock exchange in Canada to cease distribution of the Securities under the Canadian Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicablehas been issued and no Proceedings for such purpose have been initiated or, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each knowledge of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereofCompany, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement threatened. (without exhibitsv) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date For purposes of this Agreement, is not, an Ineligible Issuer (as defined “Free Writing Prospectus” has the meaning set forth in Rule 405 under the U.S. Securities Act). The Company will not, without taking account the prior consent of the Representative, prepare, use or refer to, any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible IssuerFree Writing Prospectus.

Registration Statement and Prospectuses. The Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing Each of the Registration Statement, the Corporation met, Statement and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 any amendment thereto has been declared effective under the U.S. Securities 1933 Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issuedissued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceeding proceedings for that purpose has any of those purposes have been instituted or are pending or, to the knowledge of Company's knowledge, contemplated. The Company has complied with each request (if any) from the Corporation, threatened by the SECCommission and Canadian Regulators for additional information. No order preventing or suspending the use of the Canadian MJDS Base Prospectuses, Prospectus or the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus Preliminary Canadian MJDS Supplement has been issued by the SEC or any Canadian Qualifying AuthorityRegulators. The Canadian ProspectusEach of the Registration Statement and any post-effective amendment thereto, at the time of filing thereof with the Canadian Qualifying Authoritiesit became effective, complied in all material respects andwith the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, as amended the Prospectus and any amendment or supplementedsupplement thereto, if applicableat the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Canadian MJDS Base Prospectus and the Preliminary Canadian MJDS Supplement comply, and the Final Canadian MJDS Supplement and any further amendments or supplements to the Canadian MJDS Base Prospectus and the Final Canadian MJDS Supplement will comply, in all material respects to the requirements of NI 71-101 and Canadian Securities Laws. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations"). The documents incorporated or deemed to be incorporated by reference in the Final Canadian MJDS Supplement, complied and will comply in all material respects with the requirements of Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain Company is a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectusreporting issuer, or any amendments or supplements theretothe equivalent thereof, made in reliance upon and in conformity with information relating to under the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy securities laws of each of the Canadian Final Base Prospectus Jurisdictions ("Canadian Securities Laws"), is not in default of any requirement of Canadian Securities Laws, and the Registration Statement and Company is not included on a copy list of each consent of experts filed as a part thereof, and conformed copies defaulting reporting issuers maintained by any of the Canadian Final Base Prospectus Regulators that maintain such lists. The Company is not the subject of a cease trade order, or management cease trade order, issued by the Canadian Regulators, or any of them, and the Registration Statement (without exhibits) Company is, to the best of its knowledge, not aware of any such order being contemplated or threatened by the Canadian Regulators, or any of them. All disclosure and filings on the public record and fees required to be made and paid by the Company and its subsidiaries pursuant to Canadian Securities Laws have been made and paid in all material respects, and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was Company has not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of filed any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconfidential material change reports.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on December 23, 2022. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the knowledge Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the CorporationAgents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, threatened by on the SECTSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as which the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on December 3, 2020. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the knowledge Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the CorporationAgents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, threatened by on the SECTSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as which the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on May 1, 2019. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the knowledge Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the CorporationAgents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, threatened by on the SECTSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as which the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on April 21, 2023 (the “Effective Date”). The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-102 and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the knowledge Agent and its counsel. The U.S. Prospectus and the Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the CorporationPlacement Shares, threatened by on the SECTSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus to which the Agent has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405 under the provisions of NI 44-101 Securities Act) and NI 44-102 to file a short form base shelf prospectus in each of meets the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. Any amendment Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or supplement distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Registration Statement or the Prospectuses required Company’s knowledge, are contemplated by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issuedissued by the Commission, and no proceeding proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been instituted orprepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on November 18, 2016 (the “Effective Date”). The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-102 and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the knowledge Agent and its counsel. The U.S. Prospectus and the Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the CorporationPlacement Shares, threatened by on the SECTSXV (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. No The Commission has not issued an order preventing or suspending the use of the U.S. Base ProspectusesProspectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus Supplementsrelating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Prospectuses Company’s knowledge, are contemplated or threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the U.S. Prospectus and any Issuer Free Writing Prospectus to which the Agent has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 under the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuerconsented.

Registration Statement and Prospectuses. The Corporation Company is qualified a “foreign private issuer” (as defined in accordance with Rule 405) and meets the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Final Receipt to no longer be effective. At the time of filing of the Registration Statement, the Corporation met, and as of the date hereof the Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. 1933 Act and is qualified to use a short form prospectus and the Shelf Procedures provided under the Canadian Securities Act. Any amendment Laws; a Final Receipt has been obtained from the OSC, as principal regulator, in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or supplement suspending the trading or distribution of the Securities has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Registration Statement Company’s knowledge, are contemplated by any Canadian Commission or the Prospectuses required by this Agreement will be so prepared and filed by the Corporation and, as applicable, the Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any court; no stop order suspending the effectiveness of the Registration Statement has been issued, issued by the Commission and no proceeding proceedings for that purpose has have been instituted or are pending or, to the knowledge of the CorporationCompany’s knowledge, threatened are contemplated by the SEC. No order preventing or suspending Commission; the use of the Base ProspectusesRegistration Statement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the SEC or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, including the U.S. Securities Act and the Rules and Regulations. The Corporation has delivered to the Agents one complete copy of each of the Canadian Final Base Prospectus and the such amendments to such Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing of the Registration Statement and at the earliest time after the filing of the Registration Statement that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Common Shares, the Corporation was not and, as of been required to the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 has been prepared by the Company under the U.S. Securities Act), without taking account provisions of any determination by the SEC 1933 Act and has been filed with the Commission; pursuant to Rule 405 467(b) under the 1933 Act, the Registration Statement became effective on March 19, 2019 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus, including amendments thereof, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the Closing Time and any Date of Delivery, there will be no reports or information that, in accordance with the requirements of the Canadian Securities Act Laws, must be filed or made publicly available in connection with the listing of the Securities on the Toronto Stock Exchange (“TSX”) or on the New York Stock Exchange (“NYSE”) (other than routine post-closing filings) that it is have not necessary been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; there are no documents required to be filed with the OSC in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that the Corporation be considered an Ineligible Issuerhave not been filed as required.