Common use of Representations, Warranties and Covenants of the Agents Clause in Contracts

Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the Company, and acknowledge that the Company is relying upon such representations and warranties, that: (i) in respect of the offer and sale of the Special Warrants, the Agents will comply with all Securities Laws of the jurisdictions in which it offers Special Warrants; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictions; (iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (iv) the Agents and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertising; (v) each of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act; (vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly or jointly and severally represents, warrant warrants and covenant covenants to the CompanyCorporation, and acknowledge acknowledges that the Company Corporation is relying upon such representations and warrantieswarranties in connection with the completion of the Offering and the Unit Offering, that: (i) each Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Special WarrantsOffered Securities, the Agents have complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers Special Warrants; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsOffered Securities; (iii) the Agents will obtain from Agents, and each Purchaser a duly completed and executed Subscription Agreement person appointed by them as their agent to assist in which the Purchaser certifies (unless Offering or the Purchaser Unit Offering, is purchasing pursuant to registered under the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the applicable securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special WarrantsDesignated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) the Agents and its their respective representatives have not directed offers of the Offered Securities into the United States or to U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation Directed Selling Efforts, General Solicitation or general advertising General Advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertisingOffered Securities; (v) each of the Agents will use their commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser; and (vi) each Agent represents and warrants that it is not a U.S. Person (as such that term is defined in Rule 902 of Regulation S promulgated under the U.S. Securities Act; (vi) the Agents have ), was not offered the Special Warrants only to persons it reasonably believed were Compensation Options within the United States, that this Agreement was not U.S. Persons as executed on its behalf within the United States and that such term is defined in Rule 902 of Regulation S Compensation Options may not be exercised within the United States absent registration under the U.S. Securities Act at the time of or an exemption from such offer and continues to so reasonably believe as of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106registration.

Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the CompanyCorporation, and acknowledge that the Company Corporation is relying upon such representations representations, warranties and warrantiescovenants, that: (ia) the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder; (b) the Agents have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms; (c) the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions; (d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicable; (e) the Agents have complied and will comply, and shall require any investment dealer or broker with which the Agents have a contractual relationship in respect of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) to comply, with all applicable Securities Laws in connection with the offer and sale of the Special Warrants, Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will comply offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its reasonable commercial efforts to‌ ensure that any Selling Firm appointed pursuant to this Agreement complies with all Securities Laws the covenants and obligations of the jurisdictions in which it offers Special WarrantsAgents hereunder; (iif) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Units and will not solicit not, directly or procure subscriptions for Special Warrants so as indirectly, offer, sell or deliver any Units to require any person in any jurisdiction other than the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsOffering Jurisdictions; (iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (ivg) the Agents and its their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants Units whose attendees have been invited by any general solicitation or general advertising; (vh) each of other than the Corporate Presentation and the Subscription Agreement and any other documents previously approved by the Corporation in writing for distribution to prospective Purchasers, the Agents is have not and will not: (i) provide prospective Purchasers with any other document; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Actprospectus or offering memorandum or other continuous disclosure filings; (vii) the Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable Securities Laws in connection with the sale of the Units (other than the Agents Units) to the Purchasers; (j) The Agents will obtain from each Purchaser in the Offering and deliver to the Corporation at least 48 hours in advance of the Closing Time, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation; (k) the Agents will use their commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws and as required by the Exchange for the purchase and sale of the Units (other than the Agents Units) from each Purchaser; and (l) the Agents have offered not made, and will not make, any representations or warranties about the Special Warrants only Corporation and/or the Securities except as previously approved by the Corporation for distribution to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106prospective Purchasers.

Representations, Warranties and Covenants of the Agents. The (1) Each of the Agents hereby represent, represent and warrant and covenant to the Company, and acknowledge Corporation the following (acknowledging that the Company Corporation is relying upon such representations and warranties, that:warranties in entering into this Agreement): (ia) it is duly incorporated, continued, amalgamated or formed, as applicable, and in good standing under the laws of the jurisdiction in which it is existing; (b) it is appropriately and duly registered under applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder and it is qualified or registered, or exempt from the requirement to be qualified or registered, to solicit subscriptions for Offered Units in each of the Offering Jurisdictions in which it solicits or procures subscriptions for the Offered Units; (c) in respect of the offer and sale of the Special WarrantsOffered Units to Purchasers, the Agents it will, and will require any Selling Firm to agree to, comply with all applicable Canadian Securities Laws and the applicable Securities Laws of the jurisdictions Offering Jurisdictions outside of Canada in which it offers Special Warrantsconnection with the issuance and sale of the Offered Units and the provisions of this Agreement; (iid) it has good and sufficient power, capacity, right and authority to enter into this Agreement and complete the Agents will transactions contemplated under this Agreement on the terms and conditions set forth herein; (e) it and its affiliates and representatives did not solicit or procure subscriptions for Special Warrants so as engage in any solicitation prior to require the registration thereof or issuance and filing of the Offering Release, the filing of a prospectus with respect thereto under the laws of any jurisdictions; (iii) Offering Document on SEDAR+ and the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws posting of the International Jurisdiction in which Offering Document on the Purchaser is purchasing the Special Warrants; (iv) the Agents Corporation’s website and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Offered Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise otherwise, or conducted any seminar or meeting concerning the offer or sale of the Special Warrants Offered Units whose attendees have been invited by any general solicitation or general advertising; (vf) each of the Agents is not a U.S. Person as it has internal policies and/or procedures in place to verify investor status and has followed such term is defined in Rule 902 of Regulation S under the U.S. Securities Actpolicies and/or procedures; (vig) it has not and will not, in connection with the Offering, make any representation or warranty with respect to the Corporation or the Offered Units except pursuant to (i) this Agreement; (ii) the Agents have offered Offering Document; (ii) the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined Offering Release; or (iii) any disclosure otherwise authorized by the Corporation in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereofwriting; (viih) each it has conducted its activities in connection with the offer and sale of the Agents Offered Units in compliance with all applicable Securities Laws and the provisions of this Agreement, and has only solicited offers to purchase Offered Units from such persons in such manner that, pursuant to applicable Securities Laws, no prospectus, registration statement or similar document needed to be delivered or filed; (and i) it, or any selling group member who receives Selling Firm appointed by the Agents, is acquiring the Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus principal for its own account and Registration Exemptions (“NI 45-106”) not for the benefit of any other person and is acquiring the Compensation Options for investment only and Broker Shares as principal; and (viii) Neither not with a view to resale or distribution of the Agents nor any selling group member has been created or used solely to purchase or hold securities as Compensation Options and is an “accredited investor” as such term is defined in NI 45-106106 and if resident in Ontario as such term is defined in Section 73.3 of the Securities Act; and (j) it acknowledges that the Compensation Options, Compensation Shares and Compensation Warrants issuable upon due exercise of the Compensation Options, and the Compensation Warrant Shares issuable upon due exercise of the Compensation Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Options, the Compensation Shares and Compensation Warrants issuable upon due exercise of the Compensation Options, and the Compensation Warrant Shares issuable upon due exercise of the Compensation Warrants, each of the Agents represents and warrants and covenants that (i) it is acquiring the Compensation Options as principal for its own account and not for the benefit of any other person, (ii) it is not a U.S. Person and is not acquiring the Compensation Options in the United States, or on behalf of, or for the benefit or account, of a U.S. Person or a person located in the United States, and (iii) this Agreement was executed and delivered outside the United States. Each of the Agents acknowledges and agrees that the Compensation Options may not be exercised in the United States or by, or on behalf or for the benefit of, a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the U.S. Securities Laws. (2) The Agents covenants and agrees with the Corporation as follows: (a) it will conduct (and will cause any Selling Firm to conduct) its activities in connection with the offer and sale of the Offered Units in compliance with all applicable Securities Laws and the provisions of this Agreement, and only solicit offers to purchase Offered Units from such persons in such manner that, pursuant to applicable Securities Laws, no prospectus, registration statement or similar document needs to be delivered or filed; (b) other than the Offering Document, it has not delivered and will not deliver to any prospective purchaser of Offered Units any document or materials which constitutes or is deemed to be an offering memorandum under applicable Securities Laws; (c) other than the Offering Document and the Term Sheet, it will not make use of any green sheet or other internal marketing document without the written consent of the Corporation; (d) it will not solicit offers to purchase or sell the Offered Units so as to require registration thereof or the filing of a prospectus, offering memorandum (other than the Offering Document), registration statement or similar disclosure document with respect thereto in any jurisdiction or so as to create continuing obligations on the part of the Corporation under the laws of any jurisdiction outside of Canada or an obligation to establish or maintain any office or director or officer in such jurisdiction, and it will not solicit offers to purchase or sell the Offered Units in any jurisdiction outside of Canada where the solicitation or sale of the Offered Units would result in any statutory ongoing disclosure requirements in such jurisdiction or any registration requirements in such jurisdiction on the part of the Corporation except for the filing of a notice or report of the solicitation or sale; (e) it will not solicit offers to purchase or sell the Offered Units in any jurisdiction other than the Offering Jurisdictions; (f) it will obtain from each Purchaser an executed and duly completed Investor Questionnaire in a form reasonably acceptable to the Corporation and to the Co-Lead Agents relating to the transaction herein contemplated, together with all documentation as may be necessary in connection with the distribution of the Offered Units; (g) it has not and will not accept any offers to purchase the Offered Units from a purchaser that would result in such purchaser becoming a new “Control Person” within the meaning of the policies of the Exchange; (h) any Selling Firm appointed by Agents, if any, will be compensated by the Agents from its compensation hereunder and no additional compensation will be payable by the Corporation to any such Selling Firm; (i) prior to the completion of the transactions contemplated in this Agreement, collect, use and disclose Personally Identifiable Information disclosed by the Corporation under this Agreement (“Transferred Information”) solely for the purpose of reviewing and completing the transactions contemplated in this Agreement; and (j) after the completion of the transactions contemplated in this Agreement, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated in this Agreement.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby severally (and not jointly and severally) represent, warrant and covenant to the Company, and acknowledge acknowledges that the Company is relying upon such representations and warrantieswarranties in connection with the completion of the Offering, that: (i) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Special WarrantsUnits, the Agents it has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers Special Warrants; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsUnits; (iii) it, and each person appointed by it as its agent to assist in the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which Offering, is registered under the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the applicable securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special WarrantsDesignated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) the Agents it and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants Units whose attendees have been invited by any general solicitation or general advertising; (v) each it has not and will not solicit offers to purchase or sell the Units so as to require the registration of any of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S Company’s securities under the U.S. Securities Act;laws of any jurisdiction including the United States; and (vi) the Agents have offered the Special Warrants only it will use its commercially reasonable best efforts to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) Laws from each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106Purchaser.

Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the CompanyEach Agent severally, and acknowledge that not jointly or jointly and severally, represents, warrants and covenants to and with the Company is relying upon such representations and warranties, Corporation that: (ia) it is duly qualified and registered to carry on business as a dealer in respect each of the jurisdictions where the sale of the Shares requires such qualification and/or registration in a manner that permits the sale of the Shares on the basis described in Section 1; (b) it has all requisite corporate power and authority to enter into, deliver and carry out its obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (c) it shall offer and solicit offers for the purchase of the Shares in compliance with Securities Laws and only from such persons and in such manner that, pursuant to Securities Laws, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special WarrantsShares and, in the Agents case of any jurisdiction other than the Selling Provinces, no filing or other continuous disclosure obligations will comply with all Securities Laws of the jurisdictions in which it offers Special Warrantsbe created; (iid) the Agents it will not solicit only make offers or procure subscriptions for Special Warrants so as to require the registration thereof or the filing sales of a prospectus with respect thereto under the laws of any jurisdictions; (iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement Shares in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance accordance with the securities laws terms of this Agreement and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (iv) the Agents Subscription Agreements and its representatives have has not engaged in or authorizedmade, and will not make, any representations or warranties about the Corporation and/or the Shares other than as set out in Disclosure Documents; (e) it will not engage in or authorize, any form of general solicitation or general advertising within the meaning of Securities Laws in connection with or in respect the offer and sale of the Special Warrants Shares, including but not limited to, causing the sale of the Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation circulation, broadcast over radio, television or any similar mediumtelecommunications, including electronic display, or broadcast over radio or television or otherwise or conducted conduct any seminar or meeting concerning relating to the offer or and sale of the Special Warrants Shares whose attendees have been invited by any general solicitation or general advertising, in either case in violation of Securities Laws; (vf) each it shall not provide prospective purchasers of the Agents is Shares any document or other material or information that would constitute an offering memorandum within the meaning of Securities Laws and shall not a U.S. Person as such term is defined in Rule 902 make use of Regulation S under any greensheet or other internal marketing document, without the U.S. Securities Act; (vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as consent of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principalCorporation; and (viiig) Neither it will provide the Agents nor any selling group member has been created or used solely Corporation on the Closing Date with all necessary information to purchase or hold securities as an “accredited investor” as such term is defined allow the Corporation to file with the Canadian Securities Regulators reports of the distribution of the Shares in NI 45-106accordance with Securities Laws and within the required time frames.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly or jointly and severally represents, warrant warrants and covenant covenants to the CompanyCorporation, and acknowledge acknowledges that the Company Corporation is relying upon such representations and warrantieswarranties in connection with the completion of the Offering, that: (i) it has and will conduct activities in respect connection with arranging for Purchasers of the offer Offered Securities in compliance with Applicable Law including, without limitation, the Securities Laws and has and will only solicit offers to purchase Subscription Receipts in such manner that, pursuant to Securities Laws, no prospectus, registration statement, offering memorandum or similar document needs to be delivered or filed, other than the confidential filing of the Presentation with the Securities Regulators by the Corporation and any prescribed reports of the issue and sale of the Special Warrants, the Agents will comply with all Securities Laws of the jurisdictions in which it offers Special WarrantsSubscription Receipts; (ii) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus Subscription Receipt Agreement, and is duly licensed and registered in accordance with respect thereto under the laws of any jurisdictionsapplicable Securities Laws; (iii) it has not and will not deliver to any prospective Purchaser any document or material which constitutes an offering memorandum under Securities Laws in Canada, other than the Agents Presentation; 35 (iv) it will obtain from each Purchaser a settling directly through the Agents an executed and duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant a form reasonably acceptable to the $150,000 minimum exemption in NI 45Corporation and to the Co-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws Lead Agents, on behalf of the International Jurisdiction in which Agents relating to the Purchaser is purchasing the Special Warrants; (iv) the Agents and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertisingtransactions herein contemplated; (v) each it is acquiring the Broker Warrants and the Common Shares or Resulting Issuer Common Shares, as the case may be, issuable upon the exercise of the Agents Broker Warrants, and any securities issuable in connection with the Business Combination, as principal for its own account and not for the benefit of any other person and it is not a U.S. Person an "accredited investor" within the meaning of NI 45-106 or section 73.3 of the Securities Act (Ontario), as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act;applicable; and (vi) it will not use, disseminate or disclose to any third party (other than each Agent's affiliates, partners, employees, agents, advisors and representatives in connection with its engagement hereunder) any confidential information of the Corporation, Clarmin or any of their respective subsidiaries (whether of an operations, contractual, business, financial or marketing nature) received in connection with, or pursuant to, the transactions contemplated by this Agreement (the "Confidential Information"), provided that the Confidential Information does not include information that: (i) is or becomes generally available to and known by the public; (ii) is or was acquired by the Agent from a third party free of any restrictions as to its disclosure; (iii) has been or is developed by the Agents have offered without reference to the Special Warrants only Confidential Information; (iv) is used, disseminated or disclosed pursuant to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act Applicable Law or at the time request of such offer and continues to so reasonably believe as of the date hereof; any Governmental Authority; or (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Sharesv) is an “accredited investor” as such term is defined disclosed by the Agent in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106context of enforcing its rights under this Agreement.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly or jointly and severally represents, warrant warrants and covenant covenants to the CompanyCorporation, and acknowledge acknowledges that the Company Corporation is relying upon such representations and warrantieswarranties in connection with the completion of the Offering, that: (i) each Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Special WarrantsOffered Securities, the Agents have complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers Special Warrants; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsOffered Securities; (iii) the Agents will obtain from Agents, and each Purchaser a duly completed and executed Subscription Agreement person appointed by them as their agent to assist in which the Purchaser certifies (unless Offering, is registered under the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the applicable securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special WarrantsDesignated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) the Agents and its their respective representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation General Solicitation or general advertising General Advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertising;Offered Securities; and (v) each of the Agents is not will use their commercially reasonable best efforts to obtain a U.S. Person as such term is defined in Rule 902 of Regulation S duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under the U.S. Securities Act; (vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) Laws from each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106Purchaser.

Representations, Warranties and Covenants of the Agents. (a) The Agents hereby represent, warrant and covenant to the Company, and acknowledge that the Company is relying upon such representations and warranties, thatAgents: (i) shall offer the Units for sale, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by and in respect compliance with all relevant laws and regulatory requirements, upon the terms and conditions set forth in the Preliminary Prospectus and the U.S. Preliminary Prospectus Supplement and in this Agreement and will require each Selling Firm to so agree and shall cause any offer and sales of the offer and sale Units in the United States to be conducted through the U.S. Affiliates of the Special Warrants, the Agents will comply Selling Firms and in compliance with all Securities Laws of the jurisdictions in which it offers Special Warrantsrelevant United States laws and regulatory requirements; (ii) the Agents will shall not solicit offers to purchase or procure subscriptions for Special Warrants sell the Units so as to require the registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdictionsjurisdiction other than the Qualifying Provinces and the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. For the purposes of this paragraph (a) of this Section 2, the Agents shall be entitled to assume that the Units are qualified for Distribution in any Qualifying Province where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Qualifying Authority following the filing of the Final Prospectus and have been registered for sale in the United States under the Registration Statement; (iii) covenant and agree that, if they offer to sell or sell any Units in jurisdictions other than the Agents will obtain from each Purchaser Qualifying Provinces and through the U.S. Affiliates in the United States, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to (i) require the registration of the Units, or the filing of a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investorprospectus or other document with respect thereto; or (ii) otherwise subject the Corporation to and in compliance with any additional continuous disclosure or similar reporting requirements or to submission to jurisdiction or require that the securities laws and other applicable Corporation name an agent for service of process under the laws of any jurisdiction outside the International Jurisdiction in which Qualifying Provinces or the Purchaser is purchasing the Special WarrantsUnited States; (iv) shall use all reasonable efforts to complete and to cause the Agents and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of other Selling Firms to complete the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertisingDistribution as soon as practicable; (v) through Xxxxxxx, shall notify the Corporation when, in Xxxxxxx’x opinion, the Agents and the other Selling Firms have ceased the Distribution, and shall provide a breakdown of the number of Units distributed: (i) in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to securities regulatory authorities; and (ii) in any other jurisdictions; (vi) shall not make any representations or warranties with respect to the Corporation or the Units other than, as to units distributed in Canada, as set forth in the Preliminary Prospectus, the Final Prospectus, and the Supplementary Material, and, as to units distributed in the United States, as set forth in the U.S. Preliminary Prospectus Supplement, the U.S. Final Prospectus Supplement, and any Issuer Free Writing Prospectus; and (vii) upon the Corporation obtaining the necessary Decision Documents, deliver one copy of the Final Prospectus (together with any amendments thereto) to persons resident in the Qualifying Provinces who are to acquire the Units. (viii) represent, warrant and agree that, except for the Issuer Free Writing Prospectus dated May 28, 2008 and any Issuer Free Writing Prospectus prepared in connection with pricing of the Units, the Agents is have not a U.S. Person prepared, used or referred to, and will not, without the Corporation's prior consent, prepare, use or refer to, any free writing prospectus (as such term is defined in Rule 902 of Regulation S 405 under the U.S. Securities Act; (vi) or other offering material in connection with the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as offering of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106Units.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly represents, warrant warrants and covenant covenants to the CompanyCorporation, and acknowledge acknowledges that the Company Corporation is relying upon such representations and warrantieswarranties in connection with the completion of the Offering, thatthat with respect to itself: (i) such Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Special WarrantsOffered Securities, the Agents such Agent has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers Special Warrants; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsOffered Securities; (iii) such Agent, and each person appointed by it as its agent to assist in the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser Offering, is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with extent legally required, registered under the applicable securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special WarrantsDesignated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) the Agents such Agent and its representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation General Solicitation or general advertising General Advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertising;Offered Securities; and (v) such Agent will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act; (vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106Purchaser.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby severally (and not jointly and severally) represent, warrant and covenant to the Company, and acknowledge acknowledges that the Company is relying upon such representations and warrantieswarranties in connection with the completion of the Offering, that: (i) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and is duly licensed and registered in accordance with applicable Securities Laws; (ii) in respect of the offer and sale of the Special WarrantsUnits, the Agents it has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers Special Warrants; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsUnits; (iii) it, and each person appointed by it as its agent to assist in the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which Offering, is registered under the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the applicable securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special WarrantsDesignated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder; (iv) the Agents it and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants Units whose attendees have been invited by any general solicitation or general advertising; (v) each of it has not and will not solicit offers to purchase or sell the Agents is not a U.S. Person Units so as such term is defined in Rule 902 of Regulation S under to require the U.S. Securities Act;UHJLVWUDWLRQ RI DQ\ RI WKH &RPSDQ\¶V VHF including the United States; and (vi) the Agents have offered the Special Warrants only it will use its commercially reasonable best efforts to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) Laws from each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106Purchaser.

Representations, Warranties and Covenants of the Agents. The (a) Each of the Agents hereby representseverally (and not jointly, warrant nor jointly and covenant severally) represents, warrants and covenants to the CompanyCorporation and Canada Iron, and acknowledge acknowledges that each of the Company Corporation and Canada Iron is relying upon such representations representations, warranties and warrantiescovenants in connection with the completion of the Offering, that: (i) each Agent has been duly incorporated, or formed, and organized and is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated, formed, amalgamated or continued, as the case may be, and no steps or proceedings have been taken by any person, voluntarily or otherwise, requiring or authorizing the dissolution, liquidation or winding up of any Agent; (ii) each Agent has good and sufficient right, power and authority to enter into and performs its obligations under this Agreement and to complete the transactions contemplated by this Agreement and any other documents in connection with the Offering to which it is a party; (iii) each Agent will use its best efforts to arrange for Purchasers in the Offering Jurisdictions; (iv) in respect of the offer and sale of the Special WarrantsSubscription Receipts, each Agent will comply (and will use its best efforts to require any Selling Firm to comply) with all Canadian Securities Laws, the securities Laws of any other Offering Jurisdictions and the terms of this Agreement and each Agent shall use its best efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with all of the covenants and obligations of the Agents hereunder; (v) each Agent will comply with all Securities Laws the provisions of the jurisdictions in which it offers Special WarrantsSchedule “A” to this Agreement; (iivi) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictions; (iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (iv) the Agents Agent and its sub-agents (if any), including any Selling Firms, and their respective representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation General Solicitation or general advertising General Advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertising; (v) each of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act; (vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereofSubscription Receipts; (vii) each Agent has not and will not (and has required and shall require any Selling Firm not to) solicit offers to purchase or sell the Subscription Receipts in any jurisdiction other than the Offering Jurisdictions or so as to require the filing of a prospectus, listing statement, registration statement or offering memorandum or similar document with respect thereto or the provision of a contractual right of action under the Laws of any jurisdiction, other than the Corporate Presentation; (viii) each Agent is, and, to its knowledge, each Selling Firm is duly registered as an investment dealer or exempt market dealer pursuant to the provisions of Canadian Securities Laws in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through Selling Firms who are so registered or licensed; (ix) each Agent will use its commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under securities Laws for the purchase and sale of the Agents Subscription Receipts from each Purchaser; (and x) no Agent or general partner or managing member of an Agent is subject to any selling group member who receives Compensation Options of the “bad actor” disqualification event described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act, other than any such disqualification event that is covered by Rule 506(d)(2) or Broker Shares(d)(3) under the U.S. Securities Act; and (xi) each Agent is an “accredited investor” as such term is defined in National Instrument NI 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options as principal and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created was not created, or used is being used, solely to purchase or hold securities the Compensation Options as an accredited investor described in paragraph (m) of the definition of “accredited investor” as such term is defined in Section 1.1 of NI 45-106. (b) Notwithstanding the provisions of Section 8(a), an Agent will not be liable to the Corporation under this Section 8 with respect to a default under this Section 8 by another Agent. No Agent will be liable for any act or omission of any other Agent.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representrepresents, warrant warrants, covenants and covenant to agrees with the CompanyCorporation, and acknowledge acknowledges that the Company Corporation is relying upon such representations representations, warranties and warrantiescovenants, that: (a) it has been duly incorporated, formed or organized, and is validly existing, under the laws of the jurisdiction in which it was incorporated, formed or organized, as the case may be, and no steps or proceedings have been taken by any Governmental Authority or any other person requiring or authorizing the dissolution or winding up of such Agent; (b) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated hereunder; (c) it will not, and will require any Selling Firm not to, solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares in any jurisdiction outside of the Selling Jurisdictions, provided that the Agent or Selling Firm may so solicit, trade or act within any such jurisdiction only if such solicitation, trade or act is in compliance with Applicable Law in such jurisdiction and does not (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities, (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction, or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction; (d) in respect of the offer and sale of the Special WarrantsOffered Shares, it will, and will require any Selling Firm to, conduct its activities in connection with the Agents will comply Offering in compliance with all Applicable Securities Laws and the provisions of this Agreement and the Subscription Agreements; (e) it is duly registered pursuant to the provisions of the Applicable Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it offers Special Warrantsis required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed; (iif) it shall not, and shall require any Selling Firm to agree that it shall not, make any representation or warranty with respect to the Agents will not solicit or procure subscriptions for Special Warrants so Offered Shares in connection with the Offering, other than as to require the registration thereof set forth in this Agreement or the filing of a prospectus with respect thereto under the laws of any jurisdictionsSubscription Agreements; (iiig) the Agents it will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (iv) the Agents and its representatives have not engaged in or authorizednot, and will not engage in or authorizerequire any Selling Firm to agree that it will not, any form of general solicitation or general advertising in connection with or in respect advertise the proposed sale of the Special Warrants Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar mediumcirculation, or broadcast over radio or television television, nor provide or otherwise make available to prospective purchasers of Offered Shares any document or conducted any seminar or meeting concerning material which would constitute an offering memorandum as defined in Applicable Securities Laws, other than the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertisingPresentation; (vh) each of it shall, and shall require any Selling Firm to, obtain and deliver such agreements, documents and instruments to the Agents is not a U.S. Person Corporation as such term is defined in Rule 902 of Regulation S under may be reasonably requested by the U.S. Corporation to comply with Applicable Securities ActLaws; (vii) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined acquiring any Corporate Finance Shares, Class A Shares issued in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as settlement of the date hereof; (vii) each Agents’ Commission, Agents’ Warrants and Agents’ Warrant Shares for its own account and not for the benefit of the Agents (any other person, for investment only and not with a view to resale or distribution of any selling group member who receives Compensation Options or Broker Shares) such securities, and is an “accredited investor” as such term is defined in National Instrument 45-106 - – Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principalExemptions; and (viiij) Neither it acknowledges and agrees that, in addition to any hold periods or resale restrictions applicable under Applicable Securities Laws, all securities issued hereunder will be subject to contractual restrictions on transfer pursuant to the terms of the Shareholders Agreement. The parties to this Agreement acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons except that the Offered Shares may be offered and sold to, or for the account or benefit of, persons in the United States or U.S. Persons pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable laws of any U.S. state. Accordingly, the Corporation and the Agents nor any selling group member has been created hereby agree that all offers and sales of the Offered Shares, including, but not limited to, offers and sales of the Offered Shares made in Selling Jurisdictions other than the United States, shall be conducted only in the manner specified in Schedule “B”, the terms and conditions of which are hereby incorporated by reference in and shall form a part of this Agreement. Notwithstanding the foregoing provisions of this section, an Agent will not be liable to the Corporation under this section or used solely Schedule “B” with respect to purchase a violation by another Agent or hold securities the U.S. Affiliate(s) (as an “accredited investor” as such term is defined in NI 45-106Schedule “B” hereto) of that other Agent of the provisions of this section or Schedule “B” if the Agent first referred to above or its U.S. Affiliate, as applicable, is not itself also in violation.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly nor jointly and severally represents, warrant warrants and covenant covenants to the Company, as of the date hereof and acknowledge as of the Closing Time, intending that the same may be relied upon by the Company is relying upon such representations and warranties, that: (ia) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated and has good and sufficient power and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) the Agents will use their commercially reasonable best efforts to arrange for Purchasers in Canada, the United States and other jurisdictions; (c) the Agents have offered to sell, and will offer and sell, Subscription Receipts only to Persons who are “accredited investors” (as defined under Canadian Securities Laws), or to Persons otherwise exempt from the prospectus and/or registration requirements of Applicable Securities Laws in Canada, the United States and other jurisdictions; (d) the Agents and the U.S. Affiliates have complied and will comply, and shall require any investment dealer or broker, other than the Agents or the U.S. Affiliates, with which the Agents or the U.S. Affiliates have a contractual relationship in respect of the sale of the Subscription Receipts (each a “Selling Firm”) to comply, with all Applicable Securities Laws in connection with the offer and sale of the Special WarrantsSubscription Receipts, and shall offer the Subscription Receipts for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement, including Schedule H hereto. The Agents and the U.S. Affiliates have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Subscription Receipts only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use their reasonable commercial efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents will comply with all Securities Laws of the jurisdictions in which it offers Special Warrantshereunder; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictions; (iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (ive) the Agents and its their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants Subscription Receipts whose attendees have been invited by any general solicitation or general advertising; (vf) each other than the Presentation and any other documents previously approved by the Company for distribution to prospective Purchasers, including the term sheet in respect of the Offering, the Agents is have not and will not: (A) provide prospective Purchasers with any other document; or (B) solicit offers to purchase or sell the Subscription Receipts so as to require the filing of a U.S. Person prospectus or registration statement with respect thereto or the provision of a contractual right of action (as such term is defined in Ontario Securities Commission Rule 902 14-501) or a statutory right of Regulation S action under the U.S. Securities Actlaws of any jurisdiction, including the United States; (vig) the Agents will use their commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws for the purchase and sale of the Subscription Receipts from each Purchaser; (h) the Agents have offered not made, and will not make, any representations or warranties about the Special Warrants only Company and/or the Subscription Receipts, the Wind Shares or the Mira Listed Shares, except as set out in the Presentation and any other documents previously approved by the Company for distribution to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereofprospective Purchasers; (viii) each it is a broker or dealer properly registered under the Applicable Securities Laws where the nature of the Agents (its business requires such registration and any selling group member who receives Compensation Options or Broker Shares) it is an “accredited investor” as such term is defined in under National Instrument 45-106 - – Prospectus and Registration Exemptions by virtue of being registered under the applicable Canadian Securities Laws of a jurisdiction of Canada as an advisor or dealer (“NI 45-106”other than an exempt market dealer); (j) it (i) is not a U.S. Person, (ii) did not receive the offer to acquire the Compensation Options in the United States, (iii) did not execute this Agreement and did not and will not receive any such Compensation Options in the United States, and (iv) is not acquiring the Compensation Options for the account or benefit of a U.S. Person or a person in the United States; (k) it will be acquiring the Compensation Options as principal for its own account and Broker Shares as principalnot for the benefit of any other person; and (viiil) Neither its representations and warranties in this section are true and correct and will remain so as of the Closing Date. The obligations of the Agents nor under this Section 6 are several and not joint or joint and several. No Agent will be liable for any selling group member has been created act, omission, default or used solely to purchase conduct by any other Agent or hold securities as an “accredited investor” as such term is defined in NI 45-106any Selling Firm appointed by any other Agent.

Representations, Warranties and Covenants of the Agents. 3.1 The Agents hereby represent, warrant and covenant to the Company, and acknowledge that with the Company is relying upon such representations that they will (and warranties, that: will use their commercially reasonable best efforts to cause the members of the Selling Group to): (i) conduct and have conducted activities in respect of connection with arranging for the offer and sale of the Special Warrants, Flow Through Common Shares and the Agents will comply Additional Shares in compliance with all the Applicable Securities Laws of the jurisdictions in which it offers Special Warrants; Laws; (ii) the Agents will not solicit and have not solicited offers to purchase or procure subscriptions for Special Warrants sell the Flow Through Common Shares or Additional Shares so as to require the registration thereof of, or the filing of a prospectus prospectus, offering memorandum or similar disclosure document with respect thereto to, the Flow Through Common Shares or Additional Shares, under the laws of any jurisdictions; jurisdiction, and not, without the consent of the Company or as otherwise contemplated in this agreement, solicit offers to purchase or sell the Flow Through Common Shares or Additional Shares in any jurisdiction outside of the Qualifying Provinces where the solicitation or sale of the Flow Through Common Shares or Additional Shares would result in any ongoing disclosure requirements in such jurisdiction, any registration requirements in such jurisdiction except for the filing of a notice or report of the solicitation or sale, or where the Company may be subject to liability in connection with the sale of the Flow Through Common Shares or Additional Shares which is materially more onerous than its liability under, taken together, the Applicable Securities Laws in the Qualifying Provinces and the applicable securities legislation to which it is subject as at the date of this agreement; (iii) the Agents will obtain from each Purchaser a duly completed and an executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant a form reasonably acceptable to the $150,000 minimum exemption Company and to the Agents relating to the transactions herein contemplated, together with all documentation (including questionnaires and undertakings required by the Exchange) as may be necessary in NI 45-106connection with subscriptions for Flow Through Common Shares or Additional Shares, as applicable, to ensure compliance with Applicable Securities Laws and Exchange Approval; and (iv) that it is either: refrain and have refrained from providing to prospective purchasers an offering memorandum within the meaning of Applicable Securities Laws and from advertising the Offerings in (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (iv) the Agents and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar mediumcirculation, (B) radio, (C) television, or broadcast over radio (D) telecommunication (including electronic display) and not make use of any green sheet or television or otherwise or conducted any seminar or meeting concerning other internal marketing document without the offer or sale consent of the Special Warrants whose attendees have been invited by any general solicitation or general advertising; (v) each of the Agents is Company, such consent to be promptly considered and not a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act; (vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106be unreasonably withheld.

Representations, Warranties and Covenants of the Agents. The Agents 3.1 Each Agent hereby representseverally, warrant and covenant neither jointly nor jointly and severally, represents, warrants and covenants to the Company that (and will use its commercially reasonable efforts to cause any members of its selling groups to): (a) it (and, as applicable, will cause its U.S. Affiliate to) will conduct activities in connection with arranging for the sale and distribution of the Offered Securities in compliance with all Applicable Securities Laws and the provisions of this Agreement; (b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Offered Securities or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the Offered Securities or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws; (c) it will use its reasonable efforts to obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company, acting reasonably; (d) it is a valid and acknowledge that subsisting corporation under the law of the jurisdiction in which it was incorporated and has good and sufficient power and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (e) it has not made, and will not make, any representations or warranties about the Company is relying upon such representations and warrantiesand/or the Offered Securities, that:except as set out in any document previously approved by the Company for distribution to prospective Purchasers; and (if) in respect it (or its U.S. Affiliate, as applicable) is duly registered pursuant to the provisions of the offer and sale of the Special Warrants, the Agents will comply with all Applicable Securities Laws of the and is duly registered or licensed as an investment dealer in those jurisdictions in which it offers Special Warrants; (ii) is required to be so registered in order to perform the Agents services contemplated by this Agreement, or if or where not so registered or licensed, it will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing act only through members of a prospectus with respect thereto under selling group who are so registered or licensed. 3.2 The Agents acknowledge that the laws of any jurisdictions; (iii) Broker Warrants and the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (iv) the Agents and its representatives Broker Warrant Shares have not engaged in or authorized, been and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertising; (v) each of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S be registered under the U.S. Securities Act; (vi) , and the Agents have offered Broker Warrants may not be exercised in the Special Warrants only United States or by, or for the account or benefit of, any U.S. Person or person in the United States, except pursuant to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under an exemption from the U.S. Securities Act at the time of such offer and continues to so reasonably believe as registration requirements of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106.U.S.

Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the CompanyCorporation, and acknowledge that the Company Corporation is relying upon such representations representations, warranties and warrantiescovenants, that: (ia) the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder; (b) the Agents have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms; (c) the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions; (d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicable; (e) the Agents have complied and will comply, and shall require any investment dealer or broker with which the Agents have a contractual relationship in respect of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) to comply, with all applicable Securities Laws in connection with the offer and sale of the Special Warrants, Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will comply offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its reasonable commercial efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with all Securities Laws the covenants and obligations of the jurisdictions in which it offers Special WarrantsAgents hereunder; (iif) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Units and will not solicit not, directly or procure subscriptions for Special Warrants so as indirectly, offer, sell or deliver any Units to require any person in any jurisdiction other than the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictionsOffering Jurisdictions; (iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants; (ivg) the Agents and its their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants Units whose attendees have been invited by any general solicitation or general advertising; (vh) each of other than the Corporate Presentation and the Subscription Agreement and any other documents previously approved by the Corporation in writing for distribution to prospective Purchasers, the Agents is have not and will not: (i) provide prospective Purchasers with any other document; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Actprospectus or offering memorandum or other continuous disclosure filings; (vii) the Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable Securities Laws in connection with the sale of the Units (other than the Agents Units) to the Purchasers; (j) The Agents will obtain from each Purchaser in the Offering and deliver to the Corporation at least 48 hours in advance of the Closing Time, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation; (k) the Agents will use their commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws and as required by the Exchange for the purchase and sale of the Units (other than the Agents Units) from each Purchaser; and (l) the Agents have offered not made, and will not make, any representations or warranties about the Special Warrants only Corporation and/or the Securities except as previously approved by the Corporation for distribution to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof; (vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106prospective Purchasers.

Representations, Warranties and Covenants of the Agents. (1) The Agents hereby represent, warrant and covenant to the Company, and acknowledge that the Company is relying upon such representations and warranties, Corporation that: (ia) the Agents and each U.S. Affiliate, as applicable, are valid and subsisting corporations duly incorporated and in respect good standing under the laws of the offer jurisdiction in which they are incorporated; (b) the Agents have all requisite power and authority and good and sufficient right and authority to enter into, deliver and carry out their obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and upon such execution and delivery this Agreement shall constitute a legal, valid and binding obligation of the Agents, enforceable against the Agents in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement; (c) each Agent (or its U.S. Affiliate, as applicable) is, and will remain, until the completion of the Offering, appropriately registered under Securities Laws so as to permit it to lawfully fulfill its obligations hereunder, and will remain, until the completion of the Offering, so registered in each of the Offering Jurisdictions; (d) the Agents will not, in connection with the services provided hereunder, make any representations or warranties with respect to the Corporation or its securities; (e) the Agents and the U.S. Affiliate, as applicable, will conduct all their activities of, and in connection with, arranging for the sale of the Special WarrantsDebenture Units in compliance with Securities Laws; (f) the Agents and the U.S. Affiliate, as applicable, are appropriately registered under the Securities Laws or are exempt from the requirements under Securities Laws under a category that permits them to lawfully fulfill their obligations hereunder; (g) the Agents will comply only offer Debenture Units, solicit subscriptions for Debenture Units and sell the Debenture Units to Purchasers resident in or otherwise subject to the laws of (as applicable) the Offering Jurisdictions; provided, however, that any such offer, solicitation or sale in the United States and to U.S. Persons shall only be through one or more U.S. Affiliates to Qualified Institutional Buyers and U.S. Accredited Investors in compliance with Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D, in compliance with Schedule “A” hereto; (h) the Agents will effect the sale of the Debenture Units to Purchasers in a manner exempt from any prospectus, registration statement or offering memorandum filing or delivery requirements of Securities Laws and without the necessity of obtaining any order or ruling of the Securities Commissions. The Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Securities Laws in connection with the sale of the jurisdictions in which it offers Special WarrantsDebenture Units to the Purchasers; (ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictions; (iiii) the Agents will obtain from each Purchaser in the Offering, and deliver to the Corporation at least 24 hours in advance of Closing, a duly properly completed and duly executed Subscription Agreement in which from such Purchasers, together with any additional documentation as may be reasonably requested by the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special WarrantsCorporation; (ivj) the Agents and its representatives have not engaged in will use their best efforts to cause Purchasers to complete any forms required by Securities Laws or authorized, and will not engage in or authorize, any form of general solicitation or general advertising other applicable securities laws. All fees payable in connection with or in respect such filings under all Securities Laws shall be at the expense of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertisingCorporation; (vk) each of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S shall obtain from each Purchaser an executed Subscription Agreement and all applicable forms required under the U.S. Securities ActLaws; (vil) the Agents acknowledge that none of the Debenture Units, the Debentures, the Warrants, the Debenture Shares or the Warrant Shares have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as been, and none of such term is defined in Rule 902 of Regulation S securities will be, registered under the U.S. Securities Act at the time or applicable securities laws of such offer and continues to so reasonably believe as any state of the date hereofUnited States; (viim) each the Agents shall have the right to offer the Debenture Units in the United States and to U.S. Persons through one or more U.S. Affiliates in accordance with Schedule “A” attached hereto to Purchasers that are Qualified Institutional Buyers or U.S. Accredited Investors pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D and in such other jurisdictions as are agreed upon between the Corporation and the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as in which case such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principaloffer shall comply with applicable law; and (viiin) Neither the Agents nor shall and shall require any selling group member has been created or used solely Selling Firm to purchase or hold securities as an “accredited investor” as such term is defined agree to comply with the Securities Laws in NI 45-106the Offering Jurisdictions in connection with the offer and sale of the Debenture Units and shall only offer the Debenture Units for sale upon the terms and conditions set out in this Agreement and in compliance with Securities Laws.

Representations, Warranties and Covenants of the Agents. The Agents Each Agent hereby representrepresents, warrant warrants and covenant covenants to the CompanyCorporation, and acknowledge acknowledges that the Company Corporation is relying upon such representations representations, warranties and warrantiescovenants in connection with the Offering, that: (i) it is a valid and subsisting corporation, duly incorporated, continued, amalgamated or formed, as applicable, and in respect good standing under the laws of the offer and sale of the Special Warrants, the Agents will comply with all Securities Laws of the jurisdictions jurisdiction in which it offers Special Warrantsis existing; (ii) it is, and will remain until the Agents will not solicit or procure subscriptions for Special Warrants completion of the Offering, appropriately qualified and registered under applicable Securities Laws so as to require permit it to lawfully fulfil its obligations hereunder, and it will not make available to prospective purchasers of Units documents or material other than the registration thereof Investor Questionnaire, the Corporate Presentation, the Financing Document, a term sheet outlining the terms of the Offering or such other documents as form part of the filing of a prospectus public record filed in accordance with respect thereto under the laws of any jurisdictionsapplicable Securities Laws in Canada; (iii) it has all requisite corporate power and capacity to enter into this Agreement and to carry out the Agents will obtain from each Purchaser a duly completed transactions contemplated under this Agreement on the terms and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrantsconditions set forth herein; (iv) the Agents and its representatives have not engaged in or this Agreement has been duly authorized, executed and delivered by it and shall constitute a valid and binding obligation of the Agent, enforceable against it in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (v) it shall use all information it receives from the Corporation in connection with the Offering only for the purposes of the transactions contemplated herein and for no other purpose and such information if not in the public domain shall be treated as confidential; (vi) the Agent hereby covenants to solicit subscriptions for the Units in the Canadian Offering Jurisdictions in a manner so as to enable the Corporation to comply with the requirements of the applicable Securities Laws; (vii) it has and will, and has required and will require any Selling Firm (if any) to agree to, conduct its activities in connection with the Offering in compliance with all applicable Securities Laws; (viii) it will provide to the Corporation as soon as practicable following each Closing Date all information necessary to allow the Corporation to file with each of the securities commissions, if required, a report of trade in accordance with applicable Securities Laws within the required time frame; (ix) it has not and will not, and has required and will require any Selling Firm (if any) to agree not to, engage in or authorize, authorize any form of general solicitation or general advertising in connection with or in respect of the Special Warrants Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conducted conduct any seminar or meeting concerning the offer or sale of the Special Warrants Offering whose attendees have been invited by any general solicitation or general advertising; (vx) each it has not and will not, and has required and will require any Selling Firm (if any) to agree not to, directly or indirectly, offer, sell or solicit offers to purchase or sell the Units so as to require the filing of a prospectus or offering memorandum or similar document with respect thereto or the Agents is not provision of a U.S. Person as such term is defined in Rule 902 contractual right of Regulation S action or a statutory right of action under the U.S. Securities Actlaws of any jurisdiction; (vixi) it has not and will not, and has required and will require any Selling Firm to agree not to, directly or indirectly, offer, sell or solicit offers to purchase or sell the Agents have offered Units to Purchasers so as to require registration of the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined Unit Shares or Warrants, or filing of a prospectus or registration statement or similar document in Rule 902 respect thereof, other than the Financing Document and the Corporate Presentation, or continuing obligations on the part of Regulation S the Corporation under the U.S. Securities Act at laws of any jurisdiction other than the time Provinces of such offer Alberta, British Columbia and continues to so reasonably believe as of Ontario, including the date hereofUnited States; (viixii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) Agent is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and (viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106.; (xiii) it will obtain prior to each Closing Time a duly completed and executed Investor Questionnaire from each Purchaser along with all other applicable forms, reports, undertakings and/or documentation required under applicable Securities Laws; (xiv) in connection with the issuance of the Broker Warrants and the Broker Warrant Shares issuable upon exercise of the Broker Warrants: (A) it is acquiring the Broker Warrants or the Broker Warrant Shares issuable upon exercise of the Broker Warrants as principal for its own account and not for the benefit of any other person; (B) it is not a U.S. Person and is not acquiring the Broker Warrants or the Broker Warrant Shares issuable upon exercise of the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (C) this Agreement was executed and delivered outside the United States; (xv) the Lead Agent is acquiring the Corporate Finance Fee Units as principal for its own account and not for the benefit of any other person and is acquiring the Corporate Finance Fee Units for investment only and not with a view to resale or distribution of the Corporate Finance Fee Units; (xvi) the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the applicable U.S. state securities laws; (xvii) it will not engage in any Directed Selling Efforts with respect to any of the Broker Warrants or the Broker Warrant Shares issuable upon exercise of the Broker Warrants, and will not offer or sell any of the Broker Warrants or the Broker Warrant Shares issuable upon exercise of the Broker Warrants in the United States unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws; (xviii) it is aware the Corporation has ceased to qualify as a Foreign Private Issuer and will cease to be eligible to avail itself of the rules and forms of the United States Securities and Exchange Commission available to Foreign Private Issuers from and after October 1, 2023; and (xix) it understands that the Corporation may have a Substantial U.S. Market Interest in its equity securities, and if it is determined that the Corporation does have a Substantial U.S. Market Interest in it equity securities, it severally represents, warrants, covenants and acknowledges that: (A) it will not offer or sell any Units, Unit Shares, Warrants, Warrant Shares, Broker Warrants or Broker Warrant Shares (collectively, the “Subject Securities”), within the United States or to, or for the account or benefit of, any U.S. Person: