Common use of Sale on Exempt Basis Clause in Contracts

Sale on Exempt Basis. 4.1 The Agents shall offer for sale and sell the FT Units in the Offering Jurisdictions as follows: (a) in each of the Canadian Offering Jurisdictions by way of private placement to Purchasers who are “accredited investors” pursuant to NI 45-106, or pursuant to other available exemptions under applicable Securities Laws as agreed to by the Issuer and the Agent; (b) in those jurisdictions outside of Canada and the United States as may be determined by the Issuer and the Agent (each acting reasonably) pursuant to relevant prospectus or registration exemptions in accordance with applicable Securities Laws in those jurisdictions, in a manner such that the offer and sale of the FT Units does not obligate the Issuer to file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document under applicable Securities Laws, and does not require the Issuer to become subject to any continuous or ongoing disclosure requirements of those jurisdictions; and (c) The certificates or ownership statements, if any, issued to a Canadian resident pursuant to the “accredited investor” exemption or ‘minimum amount” exemption under NI 45-106, representing FT Shares, FT Warrants, Warrant Shares, and each certificate or ownership statement issued in transfer thereof, prior to date that is four months and a day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” 4.2 The Issuer will file or cause to be filed all documents required to be filed by the Issuer, if any, in connection with the transactions contemplated by this Agreement so that the Offering may be effected in a manner exempt from the prospectus and registration requirements of Securities Laws, including, the filing of reports required under Part 6 of NI 45-106 with the applicable Securities Commissions in Canada, together with the applicable fees. The Agent shall deliver to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply with all Securities Laws and other regulatory requirements applicable in the Canadian Offering Jurisdictions, information regarding the Purchasers required to be provided in the Post-Closing Filings. 4.3 None of the Issuer, the Agent nor any of their respective Affiliates shall provide to prospective Purchasers any document or other material that would constitute an offering memorandum within the meaning of Canadian Securities Laws other than the Offering Documents and other documents agreed upon in writing by the Issuer and the Agent, and the Offering will not be advertised in any newspaper, magazine, printed media or similar medium of general and regular paid circulation, broadcast over radio or television or by means of the internet and no seminar or meeting relating to the Offering will be conducted. Notwithstanding the foregoing, upon the completion of the Offering, the Agent shall be permitted to publish, at their own expense, after providing the Issuer with a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating to the performance of services provided hereunder in such newspaper or other publications as the Agent considers appropriate, and shall further be permitted to publish such advertisements or announcements on the Agent’s website.

Sale on Exempt Basis. 4.1 (1) The Agents Agent shall offer for sale and sell on behalf of the FT Units in Company the Offering Jurisdictions as followsSpecial Warrants: (a) in each of the Qualifying Provinces in compliance with Canadian Offering Jurisdictions by way of private placement Securities Laws only to such Purchasers who are “accredited investors” and in such manner so that, pursuant to NI 45-106the provisions of Canadian Securities Laws, no prospectus or pursuant offering memorandum or other similar document needs to other available exemptions under applicable Securities Laws as agreed to by the Issuer and the Agent;be filed or delivered in connection therewith; and (b) in those such other jurisdictions outside on a private placement basis in compliance with all applicable laws of Canada and the United States as may be determined by the Issuer and the Agent (each acting reasonably) pursuant to relevant prospectus or registration exemptions such jurisdiction in accordance with applicable Securities Laws in those jurisdictions, in such a manner such so that the offer and sale of the FT Units does not obligate the Issuer to file a no prospectus, a registration statement or other offering document or deliver an statement, offering memorandum or other offering similar document under applicable Securities Laws, and does not require the Issuer to become subject to any continuous or ongoing disclosure requirements of those jurisdictions; and (c) The certificates or ownership statements, if any, issued to a Canadian resident pursuant to the “accredited investor” exemption or ‘minimum amount” exemption under NI 45-106, representing FT Shares, FT Warrants, Warrant Shares, and each certificate or ownership statement issued in transfer thereof, prior to date that is four months and a day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” 4.2 The Issuer will file or cause needs to be filed all documents required to be filed by the Issuer, if any, or delivered in connection with the transactions contemplated by this Agreement so that the Offering may be effected in a manner exempt from the prospectus and registration requirements of Securities Laws, including, the filing of reports required under Part 6 of NI 45-106 with the applicable Securities Commissions in Canada, together with the applicable fees. The Agent shall deliver to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply with all Securities Laws and other regulatory requirements applicable in the Canadian Offering Jurisdictions, information regarding the Purchasers required to be provided in the Post-Closing Filingstherewith. 4.3 None of the Issuer, the Agent nor any of their respective Affiliates shall provide to prospective Purchasers any document or other material that would constitute an offering memorandum within the meaning of Canadian Securities Laws other than the Offering Documents and other documents agreed upon in writing by the Issuer and the Agent, and the Offering will not be advertised in any newspaper, magazine, printed media or similar medium of general and regular paid circulation, broadcast over radio or television or by means of the internet and no seminar or meeting relating to the Offering will be conducted. Notwithstanding the foregoing, upon the completion of the Offering, the (2) The Agent shall be permitted to publishappoint additional dealers (each a "SELLING FIRM" and, at their own expensecollectively "SELLING FIRMS") as its agents in the Offering and may determine the remuneration payable to such Selling Firm(s). The Company shall have no obligations to such Selling Firm(s) for any fees in connection with the Offering. The Company grants all of the rights and benefits of the Agent under this Agreement to any Selling Firm duly appointed by the Agent and appoints such Agent as trustee of such rights and benefits for such Selling Firm, after providing and such Agent accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firm. The Agent shall ensure that any Selling Firm appointed by it pursuant to the Issuer provisions contained herein or with whom the Agent has a reasonable opportunity contractual relationship with respect to comment on the form Offering, if any, agrees with it in writing to comply with the covenants and content thereofobligations given by the Agent herein. (3) Subject to compliance by the Company with its obligations hereunder, such advertisements or announcements and provided that the Agent is satisfied in its sole discretion that the Preliminary Prospectus, Final Prospectus and any Supplementary Material contain full, true and plain disclosure of all material facts relating to the performance of services provided hereunder Company and the securities offered by or referred to in such newspaper or other publications as materials, the Agent considers appropriateshall execute and deliver to the Company the certificate required (in the reasonable opinion of Company's counsel) to be executed by it under Canadian Securities Laws in connection with the Preliminary Prospectus, the Final Prospectus and shall further any Supplementary Material. (4) Notwithstanding the foregoing provisions of this Section, the Agent will not be permitted liable to publish such advertisements or announcements on the Agent’s websiteCompany under this Section with respect to a default under this Section by Selling Firm.

Sale on Exempt Basis. 4.1 (1) The Agents shall offer use their commerciallbyest erffoertsa”sto oarrnanageb, sleveerally“, and not jointly nor jointly and severally, for the sale and sell of the FT Units in the Offering Jurisdictions as followsSubscription Receipts: (a) in each the Canadian Qualifying Jurisdictions on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Canadian Offering Jurisdictions by way Subscription Receipts does not obligate the Corporation to file a prospectus (other than the Preliminary Prospectus, the Final Prospectus or any Supplementary Material relating to the distribution of private placement to Purchasers who are “accredited investors” pursuant to NI 45-106, or pursuant to other available exemptions under applicable the Underlying Securities Laws as agreed to by the Issuer contemplated in this Agreement and the AgentSubscription Receipt Agreement); (b) in those jurisdictions the United States or to, or for the account or benefit of, U.S. Persons on a private placement basis in compliance with U.S. Securities Laws and pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Ag;eanndts contained in Sc (c) in such other Offering Jurisdictions outside of Canada and the United States as may be determined consented to by the Issuer Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Agent Corporation does not thereafter become subject to any on-going continuous disclosure obligations in such other jurisdictions. (each acting reasonably2) pursuant The Corporation undertakes to relevant prospectus file, or registration exemptions cause to be filed, all forms or undertakings required to be filed by the Corporation in accordance connection with applicable Securities Laws in those jurisdictions, in a manner such that the offer issue and sale of the FT Units does not obligate Subscription Receipts (including the Issuer Investor Presentation and a Form 45-106F1 with the Securities Commissions) such that the distribution of the Subscription Receipts to file Purchasers may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document in Canada or deliver an offering memorandum the United States (other than the Investor Presentation, the Preliminary Prospectus, the Final Prospectus or other offering document under applicable any Supplementary Material relating to the distribution of the Underlying Securities as contemplated in this Agreement and the Subscription Receipt Agreement), and the Agents undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by Applicable Securities Laws, and does not require the Issuer to become subject to any continuous or ongoing disclosure requirements of those jurisdictions; and (c) The certificates or ownership statements, if any, issued to a Canadian resident pursuant to the “accredited investor” exemption or ‘minimum amount” exemption under NI 45-106, representing FT Shares, FT Warrants, Warrant Shares, and each certificate or ownership statement issued in transfer thereof, prior to date that is four months and a day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” 4.2 The Issuer will file or cause to be filed all documents required to be filed by the Issuer, if any, . All fees payable in connection with the transactions contemplated by this Agreement so that the Offering may be effected in a manner exempt from the prospectus and registration requirements of Securities Laws, including, the filing of reports required such filings under Part 6 of NI 45-106 with the applicable Securities Commissions in Canada, together with the applicable fees. The Agent shall deliver to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply with all Applicable Securities Laws and other regulatory requirements applicable in shall be at the Canadian Offering Jurisdictions, information regarding expense of the Purchasers required to be provided in the Post-Closing FilingsCorporation. 4.3 None of (3) Neither the Issuer, Corporation nor the Agent nor any of their respective Affiliates shall Agents shall: (i) provide to prospective purchasers or Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws Laws, other than the Offering Documents and other documents agreed upon Investor Presentation; or (ii) except in writing by the Issuer and the Agentcompliance with Applicable Securities Laws, and the Offering will not be advertised engage in any newspaper, magazine, printed media form of General Advertising or similar medium of general General Solicitation in connection with the offer and regular paid circulation, broadcast over radio or television or by means sale of the internet Subscription Receipts. (4) The Corporation agrees that it shall obtain the prior approval of the Lead Agent as to the content and no seminar or meeting form of any press release relating to the Offering, such approval not to be unreasonably withheld or delayed. In addition, any press release announcing or otherwise referring to the Offering will shall not be conducted. Notwithstanding distributed to U.S. newswire services or disseminated in the foregoing, upon United States and shall include a prominent notation on the completion top of the Offering, the Agent shall be permitted to publish, at their own expense, after providing the Issuer with a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating first page to the performance following effect: “Not for distribution to United States newswire services or for dissemination in the United States”and shall also include language to the following effect: “This news release does not constitute an offer to sell or a solicitation of services provided hereunder an offer to buy any of the securities in such newspaper the United States or other publications as to, or for the Agent considers appropriate, and shall further be permitted to publish such advertisements or announcements on the Agent’s website.account

Sale on Exempt Basis. 4.1 (1) The Agents shall offer use their commercially reasonable “best efforts” to arrange, severally, and not jointly nor jointly and severally, for the sale and sell of the FT Units in the Offering Jurisdictions as followsSubscription Receipts: (a) in each the Canadian Qualifying Jurisdictions on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Canadian Offering Jurisdictions by way Subscription Receipts does not obligate the Corporation to file a prospectus (other than the Preliminary Prospectus, the Final Prospectus or any Supplementary Material relating to the distribution of private placement to Purchasers who are “accredited investors” pursuant to NI 45-106, or pursuant to other available exemptions under applicable the Underlying Securities Laws as agreed to by the Issuer contemplated in this Agreement and the AgentSubscription Receipt Agreement); (b) in those jurisdictions the United States or to, or for the account or benefit of, U.S. Persons on a private placement basis in compliance with U.S. Securities Laws and pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Agents contained in Schedule “A”; and (c) in such other Offering Jurisdictions outside of Canada and the United States as may be determined consented to by the Issuer Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Agent Corporation does not thereafter become subject to any on-going continuous disclosure obligations in such other jurisdictions. (each acting reasonably2) pursuant The Corporation undertakes to relevant prospectus file, or registration exemptions cause to be filed, all forms or undertakings required to be filed by the Corporation in accordance connection with applicable Securities Laws in those jurisdictions, in a manner such that the offer issue and sale of the FT Units does not obligate Subscription Receipts (including the Issuer Investor Presentation and a Form 45-106F1 with the Securities Commissions) such that the distribution of the Subscription Receipts to file Purchasers may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document in Canada or deliver an offering memorandum the United States (other than the Investor Presentation, the Preliminary Prospectus, the Final Prospectus or other offering document under applicable any Supplementary Material relating to the distribution of the Underlying Securities as contemplated in this Agreement and the Subscription Receipt Agreement), and the Agents undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by Applicable Securities Laws, and does not require the Issuer to become subject to any continuous or ongoing disclosure requirements of those jurisdictions; and (c) The certificates or ownership statements, if any, issued to a Canadian resident pursuant to the “accredited investor” exemption or ‘minimum amount” exemption under NI 45-106, representing FT Shares, FT Warrants, Warrant Shares, and each certificate or ownership statement issued in transfer thereof, prior to date that is four months and a day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].” 4.2 The Issuer will file or cause to be filed all documents required to be filed by the Issuer, if any, . All fees payable in connection with the transactions contemplated by this Agreement so that the Offering may be effected in a manner exempt from the prospectus and registration requirements of Securities Laws, including, the filing of reports required such filings under Part 6 of NI 45-106 with the applicable Securities Commissions in Canada, together with the applicable fees. The Agent shall deliver to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply with all Applicable Securities Laws and other regulatory requirements applicable in shall be at the Canadian Offering Jurisdictions, information regarding expense of the Purchasers required to be provided in the Post-Closing FilingsCorporation. 4.3 None of (3) Neither the Issuer, Corporation nor the Agent nor any of their respective Affiliates shall Agents shall: (i) provide to prospective purchasers or Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws Laws, other than the Offering Documents and other documents agreed upon Investor Presentation; or (ii) except in writing by the Issuer and the Agentcompliance with Applicable Securities Laws, and the Offering will not be advertised engage in any newspaper, magazine, printed media form of General Advertising or similar medium of general General Solicitation in connection with the offer and regular paid circulation, broadcast over radio or television or by means sale of the internet Subscription Receipts. (4) The Corporation agrees that it shall obtain the prior approval of the Lead Agent as to the content and no seminar or meeting form of any press release relating to the Offering, such approval not to be unreasonably withheld or delayed. In addition, any press release announcing or otherwise referring to the Offering will shall not be conducted. Notwithstanding distributed to U.S. newswire services or disseminated in the foregoing, upon United States and shall include a prominent notation on the completion top of the Offering, the Agent shall be permitted to publish, at their own expense, after providing the Issuer with a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating first page to the performance of following effect: “Not for distribution to United States newswire services provided hereunder or for dissemination in such newspaper or other publications as the Agent considers appropriate, United States” and shall further be permitted also include language to publish such advertisements the following effect: “This news release does not constitute an offer to sell or announcements on a solicitation of an offer to buy any of the Agent’s website.securities in the United States or to, or for the account