Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. Since January 1, 1997, the Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present the consolidated financial condition and results of operations, of the Company as of the dates and for the periods presented.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997Except as set forth on -------------------------------------- Schedule 2.11, the Company has filed all reports, schedules, forms, statements, and other documents required is subject to be filed by it with the Securities Exchange Commission (the "SEC") pursuant to the periodic reporting requirements of --------- Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing filed prior to the date hereof including filings incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to such documents, and, as of their respective filing dates, none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company and its subsidiaries, as of the dates thereof and the results of operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has filed all delivered or has made available to Subscriber or their respective representatives true, correct and complete copies of each of the reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"). The Company has delivered to ”) not available on the Purchaser true and complete copies of all SEC DocumentsXXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company and SPAC included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company and SPAC as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to Subscriber which is not included in the SEC Documents (including, without limitation, information referred to in Section 3(g) of this Subscription Agreement or in the disclosure schedules to this Subscription Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company and SPAC are not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (with respect to each of the Company and SPAC, the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Neither the Company nor SPAC has been informed by its independent accountants that they recommend that the Company or SPAC amend or restate any of the Financial Statements or that there is any need for the Company or SPAC to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange “1934 Act"”) (all of the foregoing filed prior to since the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Holder or its representatives, or they have had access through XXXXX, to true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, and are not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, and are not misleading.

SEC Documents; Financial Statements. Since January 1, 1997the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Holder or its representatives, or they have had access through XXXXX, to true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed during the two (2) years prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered made available to the Purchaser true Buyers or their respective representatives, through XXXXX, true, correct and complete copies of all the SEC Documents. As of their respective filing dates, and to the Company's knowledge, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder and none of applicable to the SEC Documents (when read together with all exhibits included therein Documents, and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of any officer or director of the Company to the Buyers, solely in their capacity as Buyers, which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof (or such shorter period of time as the Company has been subject to reporting under the 1934 Act), the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing foregoing, as well as all registration statements under the 1933 Act, filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to each Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two years up to and including the date hereof, the Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes, and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Holder or its respective representatives true, correct, and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997the effectiveness of the Company's Registration Statement on the Form SB-2, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January During the one (1, 1997) year prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed during the two (2) years prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered made available to the Purchaser true Buyers or their respective representatives, through XXXXX, true, correct and complete copies of all the SEC Documents. As of their respective filing dates, and to the Company's knowledge, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder and none of applicable to the SEC Documents (when read together with all exhibits included therein Documents, and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of any officer or director of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") , excluding due dates (all of the foregoing filed prior to the date hereof including, without limitation, Current Reports on Form 8-K by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder) and all exhibits and appendices included therein other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or has made available to the Purchaser true Purchasers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the EXXXX system (if any). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order orde r to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in provided to the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Purchasers have been prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in accordance with GAAP in all material respects the consolidated financial condition and results of operations, position of the Company and its consolidated Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods presentedthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the financial statements of the Company provided to the Purchasers.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Except as set forth on Schedule 3.9, the Company has delivered to no SEC Documents that are not available on the Purchaser true and complete copies of all SEC DocumentsXXXXX system. As Except as set forth on Schedule 3.9, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis GAAP, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other documents or information provided in writing by or on behalf of the Company to the Investor which are not included in the SEC Documents, including, without limitation, information referred to in Section 4.4 of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; provided, however, that the Company makes no representations or warranties with respect to any projections, forecasts or other forward-looking information.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1To the Company’s knowledge, 1997during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply Documents, except as to form may be set forth in such SEC Documents, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997Except as disclosed herein, the Company Buyer has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC (when read together with all exhibits included therein and financial statement schedules thereto and documentsexcept as they may have been properly amended), other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates (except as they have been properly amended), the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company Buyer included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company Buyer as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1July 16, 19971999, the Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered made available to the each Purchaser or its representative true and complete copies of all the SEC Documents. The Company (i) is a "reporting issuer" as defined in Rule 902(1) of Regulation S and (ii) has a class of securities registered under Section 12(b) or 12(g) of the 1934 Act or is required to file reports pursuant to Section 15(d) of the 1934 Act, and has filed all the materials required to be filed as reports pursuant to the Exchange Act for the period the Company was required by law to file such material. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply (the "FINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present fairly, in all material respects, the consolidated financial condition and results of operations, position of the Company as of the dates thereof, and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyer or its representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing its dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998its dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two years up to and including the date hereof, the Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes, and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Holder or its respective representatives true, correct, and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(g) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two years up to and including the date hereof, the Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes, and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Investor or its respective representatives true, correct, and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor that is not included in the SEC Documents, including, without limitation, information referred to in Section 2(g) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(ww), 1997during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during GAAP (except (i) as may be otherwise indicated in such financial statements or the periods involved notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997, The Common Stock is registered pursuant to Section 12(g) of the Exchange Act and the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (SEC under the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, for the two years preceding the date hereof (or such shorter period as amended (the "Exchange Act"Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the two years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "“SEC Documents")”) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Purchaser Investors or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations None of the SEC promulgated thereunder and none of Documents, at the SEC Documents (when read together time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") , pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Financial Statements have been prepared in accordance with Canadian accounting principles generally accepted accounting principles applied on a consistent basis in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company or its subsidiary are a party, or the property or assets of the Company or its subsidiary are subject, have been filed as exhibits to the SEC Documents. Each of the Company and its subsidiary is not in breach of or default under any of the Material Agreements to which it is a party, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor its subsidiary has received a notice of termination of any of the Material Agreements.

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") , pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the each Purchaser, or each Purchaser has had access to, true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, Financial Statements and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements and the related notes have been prepared in accordance with Canadian accounting principles generally accepted accounting principles applied on a consistent basis in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company or any Subsidiary of the Company is a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in breach of or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a written notice of termination nor is the Company otherwise aware of any threats to terminate any of the Material Agreements.

SEC Documents; Financial Statements. Since January 1May 26, 19972004, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system that have been requested by each Buyer. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided on or behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 19972003, the Company has as well as its majority owned Subsidiaries have filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof and all exhibits and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser or its representatives true and complete copies of all any SEC DocumentsDocuments that were not filed electronically via XXXXX. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing datesdates (which in the event of an amended SEC Document, shall be the date of the last such amendment), the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis ("GAAP"), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the "Financial Statements"), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system, if any. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate).

SEC Documents; Financial Statements. Since January 1As of August 2, 19972004, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser or its representatives, or they have had access through EXXXX, to true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as (the "“SEC Documents"”)). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1(a) CHC has timely filed with, 1997or furnished to, as applicable, the Company has filed SEC all registration statements, prospectuses, reports, schedules, forms, statements, schedules, certifications and other documents required to be filed by it CHC since January 1, 2007 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Securities Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof being hereinafter referred to herein as the "“CHC SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, or if amended, as of the date of the last such amendment, the CHC SEC Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act and the rules Xxxxxxxx-Xxxxx Act (to the extent applicable) and regulations of the SEC promulgated thereunder and none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by referenceii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge None of the CompanySubsidiaries of CHC has filed since January 1, 2007 or is required to file any registration statements, prospectuses, reports, forms, statements, schedules, certifications or other Person in connection documents with the issuing of the Notes, have not made, at SEC. (b) The financial statements (including any time, any oral communication in connection with the issuing of the Notes which related notes thereto) contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the CHC SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the followingDocuments: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto. Such financial statements have been ; (ii) were prepared in accordance with Canadian generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects the consolidated financial condition position of CHC and results of operations, of the Company its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of CHC and its consolidated Subsidiaries for the periods presentedcovered thereby. (c) Each of the principal executive officer of CHC and the principal financial officer of CHC has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Section 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the CHC SEC Documents and the statements contained in such certifications are true and accurate as of the applicable dates thereof. For the purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) CHC maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning CHC and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of CHC’s filings with the SEC. (e) CHC maintains a system of internal accounting control sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) CHC is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder applicable to it. To the Knowledge of CHC, there have been no material violations of provisions of CHC’s code of ethics. Neither CHC nor any of its Subsidiaries is a party to, or has a legally binding obligation to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among CHC and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC but excluding any leases, deferred purchase price or other ordinary course transaction)), where the purpose or effect of such arrangement or contract is to avoid disclosure of any material transaction involving, or material liability of, CHC or any of its Subsidiaries in CHC’s or any of its Subsidiaries’ published financial statements or other CHC SEC Documents. (g) There are no amendments or modifications, which were or will be required to be filed with the SEC, but have not yet been filed with the SEC, to (i) agreements, documents or other instruments which previously have been filed by CHC with the SEC pursuant to the Exchange Act and (ii) the CHC SEC Documents themselves. CHC has timely responded to all comment letters from the Staff of the SEC relating to the CHC SEC Documents and, there are no outstanding or unresolved comments in comment letters received by CHC from the Staff of the SEC, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. CHC has made available to Purchaser true, complete and correct copies of all correspondence with the SEC occurring since January 1, 2007. None of the CHC SEC Documents filed on or prior to the date hereof is, to the Knowledge of CHC, subject to ongoing SEC review or investigation.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“ SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e)of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(f), 1997since June 30, 2018, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As Except as disclosed in Schedule 3(f), as of their respective filing datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC (when read together with all exhibits included therein and financial statement schedules thereto and documentsexcept as they may have been properly amended), other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates (except as they have been properly amended), the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on XXXXX, to the Company’s knowledge, the Company or any of its Subsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") , excluding due dates (all of the foregoing filed prior to the date hereof including, without limitation, Current Reports on Form 8-K by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder) and all exhibits and appendices included therein other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or has made available to the Purchaser true Purchasers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system (if any). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order orde r to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in provided to the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Purchasers have been prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in accordance with GAAP in all material respects the consolidated financial condition and results of operations, position of the Company and its consolidated Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods presentedthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the financial statements of the Company provided to the Purchasers.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") , excluding due dates (all of the foregoing filed prior to the date hereof including, without limitation, Current Reports on Form 8-K by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder) and all exhibits and appendices included therein other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or has made available to the Purchaser true or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system (if any). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in provided to the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Purchaser have been prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in accordance with GAAP in all material respects the consolidated financial condition and results of operations, position of the Company and its consolidated Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods presentedthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the financial statements of the Company provided to the Purchaser.

SEC Documents; Financial Statements. Since January 1, 1997During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the Closing Date, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered made available to the Purchaser true or its representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Purchaser which is not included in the SEC Documents, including, without limitation, information provided to the Purchaser by the Company in anticipation of this transaction, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to All of the Purchaser true and complete copies of all SEC DocumentsDocuments are available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved ("GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 19972001, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC"“Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") , (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective the date of filing datesof such SEC Documents, each such SEC Document, as it may have been subsequently amended by filings made by the SEC Documents Company with the Commission prior to the date hereof, complied in all material respects with the requirements of the Exchange Act applicable to such SEC Document and the rules and regulations of the SEC promulgated thereunder and none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact are or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles principles, consistently applied on a consistent basis in the United States (“GAAP”), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), correspond to the books and records of the Company and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of operations and cash flows for the periods presentedthen ended. KPMG LLP is a registered public accounting firm independent of the Company as required by the Exchange Act. The Company is not aware of any issues raised by the Commission with respect to any of the SEC Documents. No other written information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information provided as contemplated by Section 2(d) of this Agreement, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. Except for any agreements relating to the Acquisition or Schering-Plough Corporation’s exercise of its option regarding pleconaril, the Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with the Commission under the Exchange Act. Except for the issuance of the Bridge Notes and the Warrants contemplated by this Agreement, the consummation of the Acquisition and the planned special meeting of the Company’s stockholders to vote on the issuance of Convertible Notes to refinance the Bridge Notes, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed. The Company has no reason to believe that its independent auditors will withhold their consent to the inclusion of their audit opinion concerning the Company’s financial statements, which shall be included in the Registration Statement (as such term is defined in the Initial Registration Rights Agreement).

SEC Documents; Financial Statements. Since January 1, 1997During the eighteen (18) months prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") pursuant to the reporting requirements of under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true or their representatives, or made available through the Commission’s website at xxx.xxx.xxx., complete and complete accurate copies of all the SEC Documents. As Each of their respective filing dates, the SEC Documents complied in all material respects as to form, when filed, with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and none of the SEC Documents (when read together Commission with all exhibits included therein and financial statement schedules respect thereto and documents, other than exhibits, incorporated by reference) contained do not include any untrue statement statements of a material fact or omitted fact, nor do they omit to state a any material fact required to be stated therein or necessary in order to make to the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included disclosed in the SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved and (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in the Transaction Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997Except as disclosed in Schedule 3(i), the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Purchasers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise set forth in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Purchasers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1The Principal Borrower’s Common Stock is registered under Section 12(g) of the 1934 Act. Except for the 10-Q report in respect of the Fiscal Quarter ended June 30, 19972005, the Company Principal Borrower has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof applicable Closing Date and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As Except as described on Schedule 7.31, as of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company Principal Borrower included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company Principal Borrower as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Since the filing of each of the SEC Documents, no event has occurred that would require an amendment or supplement to any such SEC Document and as to which such an amendment or supplement has not been filed and made publicly available on the SEC’s XXXXX system no less than five Business Days prior to the date this representation is made. The Principal Borrower has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. Except as required pursuant to Section 8.26, the Principal Borrower is not required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and in effect on the date this representation is made and to which any Borrower is a party or by which the Principal Borrower is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to its reports filed or made with the SEC under the 1934 Act. There is no material transaction, arrangement or other relationship between the Principal Borrower and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Principal Borrower in its reports pursuant to the 1934 Act that has not been so disclosed in the SEC Documents at least five Business Days prior to the date of this Agreement. Since December 31, 2006, there have been no internal or SEC inquiries or investigations (formal or informal) regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of any executive officer of the Principal Borrower or the Board or any committee thereof.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1December 11, 19972013, the Company Issuer (and its predecessor) has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company Issuer has delivered to the Note Purchaser true or its respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company Issuer included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company Issuer as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Issuer to the Note Purchaser which is not included in the SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading (it being recognized that financial projections or forecasts by or on behalf of the Issuer are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Issuer is not currently contemplating to amend or restate any of the financial statements (including without limitation, any notes or any letter of the independent accountants of the Issuer with respect thereto) included in the SEC Documents (the “SEC Financial Statements”), nor is the Issuer currently aware of facts or circumstances which would require the Issuer to amend or restate any of the SEC Financial Statements, in each case, in order for any of the SEC Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Issuer has not been informed by its independent accountants that they recommend that the Issuer amend or restate any of the SEC Financial Statements or that there is any need for the Issuer to amend or restate any of the SEC Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997Except as set forth on Schedule 3.26, the Company has filed all reports, schedules, forms, statements, and other documents reports required to be filed by it with under the Securities Exchange Commission (the "SEC") Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to three years preceding the date hereof (or such shorter period as the Acquiror was required by law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents"). The Company ) and has delivered filed any such SEC Documents prior to the Purchaser true and complete copies expiration of all SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents (Documents, when read together with all exhibits included therein and financial statement schedules thereto and documentsfiled, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to statements the statement therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized All material agreements to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within party or to which the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities property or assets of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of subject have been appropriately filed as exhibits to the United States; SEC Documents as and (2) any of to the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of extent required under the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common StockAct. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements requirement and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been thereto as in effect at the time of filing, were prepared in accordance with Canadian generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject in the consolidated case of unaudited statements, to normal, recurring audit adjustments) the financial condition position of the Acquiror as at the dates thereof and the results of operations, of the Company as of the dates its operations and cash flows for the periods presentedthen ended. The Common Stock is quoted on the OTC Bulletin Board, and the Seller is not aware of any facts which would make the Common Stock ineligible for quotation on the OTC Bulletin Board.

SEC Documents; Financial Statements. Since January 1, 1997, the Company Parent has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company Parent included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles GAAP, consistently applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results position of operations, of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Notwithstanding anything to the contrary set forth in this Section, Parent has not held an annual or special meeting of its shareholders since 2010 and, accordingly, has not filed any proxy statements or made any disclosures required to be contained in proxy statement materials.

SEC Documents; Financial Statements. Since January 1February 14, 19972005, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Holder or its representatives, or they have had access through XXXXX, to true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presented.then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Holder which

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents") for the three years preceding the date of this Agreement (or such shorter period as the Company was required by law to file such material). The Company has delivered to the Purchaser Investors or their representatives true and complete copies of all any SEC DocumentsDocuments that were not filed electronically via EDGAR. As of their respective filing dates, the SEC Documents complied in all material xxxxrial respects with the requirements of the Exchange Act and the rules and regulations of applicable to the SEC promulgated thereunder Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investors which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Holder or its representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Forum or its representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis GAAP, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1[DECEMBER 16, 19971998], the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Buyers or their respective representatives true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Buyers with any material, nonpublic information.

SEC Documents; Financial Statements. Since January 1, 1997, the Company The Buyer has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including material filed pursuant to section 13(a) or 15(d) (all of the foregoing filed prior to the date hereof being hereinafter referred to herein as the "SEC Documents"). The Company Buyer has delivered or made available to the Purchaser Seller true and complete copies of all the SEC DocumentsDocuments (other than documents incorporated by reference therein but not filed therewith) filed the SEC since January 1, 1995. As of their respective filing datesdated, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and none of the SEC Documents (Documents, when read together with all exhibits included therein and financial statement schedules thereto and documentsfiled, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial Financial statements of the Company Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except (I) as may be otherwise indicate in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company Buyer as of the dates thereof and the results of operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statement, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1(i) Except as set forth on Section 3(i) of the Disclosure Letter, 1997since December 31, 2006, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Investor or its representatives true, correct and complete copies of all any such SEC DocumentsDocuments which are not available on the XXXXX system that have been requested by the Investor. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by There are no outstanding comments from the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) with respect to any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, SEC Document. (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreementtheir respective dates, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (A) as may be otherwise indicated in such financial statements or the notes thereto, or (B) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations, changes in stockholders’ equity and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997the effectiveness of the Company's Registration Statement on the Form SB-2, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading (it being recognized that financial projections or forecasts by or on behalf of the Company are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company is not currently contemplating to amend or restate any of the financial statements (including without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers in connection with the transactions contemplated hereby which is not included in the SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1The Principal Borrower’s Common Stock is registered under Section 12(b) of the 1934 Act. Except for the 10-Q report in respect of the Fiscal Quarter ended June 30, 19972005, the Company Principal Borrower has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof applicable Closing Date and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As Except as described on Schedule 7.31, as of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company Principal Borrower included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company Principal Borrower as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents, and, except with respect to the restatement of the financials disclosed by the Company in the Current Report on Form 8-K filed by the Company with the SEC on October 19, 2011 (the “Restatement 8-K”), none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30their respective dates, 1998except as disclosed in the Restatement 8-K, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such Except as disclosed in the Restatement 8-K, such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1Except as set forth in the letter attached hereto as Exhibit B, 1997for the past twelve (12) months, the Company Investor has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") ISA pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") applicable law (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC “ISA Documents"”). The Company Investor has delivered to the Purchaser true Company or their respective representatives true, correct and complete copies of all SEC Documentseach of the ISA Documents not available on MAGNA that have been requested by the Company. As of their respective filing dates, the SEC ISA Documents complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable law, and none of the SEC Documents (when read together ISA Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe ISA, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As Except as set forth in the letter attached hereto as Exhibit B, as of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company Investor included in the SEC ISA Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC ISA with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company Investor as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Investor has no liabilities or obligations required to be disclosed in the ISA Documents that are not so disclosed in the ISA Documents, other than those incurred in the ordinary course of the Investor’s business.

SEC Documents; Financial Statements. Since January 1September 30, 19971995, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser Buyers or their respective representatives true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its subsidiaries or any of their officers, directors, employees or agents have provided the Buyers with any material, nonpublic information.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or has made available to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January (1) Dalexx xxx made available to Inlogic a true and complete copy of each statement, 1997report, registration statement (with the Company has prospectus in the form filed all reports, schedules, forms, statementspursuant to Rule 424(b) of the Securities Act), and other filing filed with the SEC by Dalexx xxxce July 6, 1999, and, prior to the Closing Date, Dalexx xxxl have furnished Inlogic with true and complete copies of any additional reports, including the exhibits thereto, filed with the SEC by Dalexx xxxor to the Closing Date (collectively, the "DALEXX XXX DOCUMENTS"). All documents required to be filed by it with the Securities Exchange Commission (the "SEC") pursuant as exhibits to the reporting requirements Dalexx XXX Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except as disclosed in the Dalexx XXX Documents and those which have expired in accordance with their terms, and neither Dalexx xxx any of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true and complete copies of all SEC Documentsits subsidiaries is in default thereunder. As of their respective filing dates, the SEC Dalexx XXX Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder Securities Act, and none of the SEC Dalexx XXX Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements made therein, in light of the circumstances under in which they were made, not misleading. The Company, any Person authorized to represent the Company, and, except to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of extent corrected by a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stocksubsequently filed Dalexx XXX Document. The financial statements of Dalexx, xxcluding the Company notes thereto, included in the SEC Dalexx XXX Documents comply (the "DALEXX FINANCIAL STATEMENTS") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with Canadian generally accepted accounting principles U.S. GAAP applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements included in the Dalexx XXX Documents, as permitted by Form 10-Q of the SEC). The Dalexx Xxxancial Statements fairly present in all material respects the consolidated financial condition and operating results of operations, of the Company as of Dalexx xxx its subsidiaries at the dates and for during the periods presentedindicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has been no change in Dalexx xxxounting policies except as described in the notes to the Dalexx Xxxancial Statements. (2) Except as set forth in Dalexx XXX Documents from September 30, 1999 through the date hereof there has not been any material adverse change in the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of Dalexx xxx its Subsidiaries, taken as a whole.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 0 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3 (k), 1997during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1December 31, 19971996, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Buyers or their respective representatives true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors or employees have provided the Buyers with any material, nonpublic information.

SEC Documents; Financial Statements. Since January 1, 1997Except as set forth on Schedule 3.26, the Company has filed all reports, schedules, forms, statements, and other documents reports required to be filed by it with under the Securities Exchange Commission (the "SEC") Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to three years preceding the date hereof (or such shorter period as the Acquiror was required by law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents"). The Company ) and has delivered filed any such SEC Documents prior to the Purchaser true and complete copies expiration of all SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents (Documents, when read together with all exhibits included therein and financial statement schedules thereto and documentsfiled, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to statements the statement therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized All material agreements to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within party or to which the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities property or assets of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of subject have been appropriately filed as exhibits to the United States; SEC Documents as and (2) any of to the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of extent required under the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common StockAct. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements requirement and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been thereto as in effect at the time of filing, were prepared in accordance with Canadian generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject in the consolidated case of unaudited statements, to normal, recurring audit adjustments) the financial condition position of the Acquiror as at the dates thereof and the results of operations, of the Company as of the dates its operations and cash flows for the periods presented.then

SEC Documents; Financial Statements. Since January 1April 4, 19972000, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made and, taken together with the information set forth in the SEC Documents, not misleading.

SEC Documents; Financial Statements. Since Except as disclosed in SCHEDULE 3(f), since January 1, 19971999, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC (when read together with all exhibits included therein and financial statement schedules thereto and documentsexcept as they may have been correctly amended), other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Investors or their representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present the consolidated financial condition and results of operations, position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company’s budget for fiscal year 2006 attached hereto as Exhibit J (the “Budget”) is a true and correct copy of the most recent operating budget for the Company and its Subsidiaries approved by the Company’s board of directors. All financial projections and forecasts delivered to the Investors, including the Budget, represent the Company’s best estimates and assumptions as to future performance, which the Company believes to be fair and reasonable in light of current and reasonably foreseeable business conditions. No information provided by or on behalf of the Company to the Investors contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1, 19972001, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, and taken as a whole with the SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") , excluding due dates (all of the foregoing filed prior to the date hereof including, without limitation, Current Reports on Form 8-K by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder) and all exhibits and appendices included therein other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or has made available to the Purchaser true Purchasers or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system (if any). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in provided to the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Purchasers have been prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in accordance with GAAP in all material respects the consolidated financial condition and results of operations, position of the Company and its consolidated Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods presentedthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the financial statements of the Company provided to the Purchasers.

SEC Documents; Financial Statements. Since Except as disclosed in SCHEDULE 3(F), since January 1, 19971999, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC (when read together with all exhibits included therein and financial statement schedules thereto and documentsexcept as they may have been correctly amended), other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997since August 29, 2006, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The SEC Documents do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made and not misleading.

SEC Documents; Financial Statements. Since January 1, 1997the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Holder or its representatives, or they have had access through XXXXX, to true and complete copies of all the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As Except as disclosed in Schedule 3(k), as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As Except as disclosed in Schedule 3(k), as of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such Except as disclosed in Schedule 3(k), such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in Schedule 3(k), no other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made and not misleading.

SEC Documents; Financial Statements. Since January 1December 31, 19972001, except as set forth on SCHEDULE 3.6, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The A complete and accurate list of the SEC Documents that have been filed by the Company has delivered to the Purchaser true and complete copies of all SEC Documentson XXXXX is set forth on SCHEDULE 3.6. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and none applicable to the SEC Documents. None of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investors with any material, nonpublic information.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof including, without limitation, Current Reports on Form 8-K by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder) and all exhibits and appendices included therein other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or has made available to the Purchaser true or their respective representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system (if any). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in provided to the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Purchaser have been prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in accordance with GAAP in all material respects the consolidated financial condition and results of operations, position of the Company and its consolidated Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods presentedthen ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Any financial projections of the Company provided to the Purchaser have been prepared by the Company in good faith and reflect assumptions by the Company including those concerning anticipated trends, which are reasonable and accurate as of their date.

SEC Documents; Financial Statements. Since January 1, 1997For the two (2) years preceding the date hereof, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyer or its representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective the date of filing datesof such SEC Documents, each such SEC Document, as it may have been subsequently amended by filings made by the SEC Documents Company with the Commission prior to the date hereof, complied in all material respects with the requirements of the Exchange Act applicable to such SEC Document and the rules and regulations of the SEC promulgated thereunder and none of the SEC Documents (when read together with all exhibits included therein and financial statement schedules thereto and documents, other than exhibits, incorporated by reference) contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact are or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30their respective dates, 1998as amended, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements statements, as amended, have been prepared in accordance with Canadian generally accepted accounting principles principles, consistently applied on a consistent basis in the United States (“GAAP”), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), correspond to the books and records of the Company and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of operations and cash flows for the periods presentedthen ended. PriceWaterhouseCoopers LLP are independent public accountants as required by the Exchange Act. The Company is not aware of any issues raised by the Commission with respect to any of the SEC Documents. No other written information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. The Company is not required to file and will not be required to file, any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with the Commission under the Exchange Act or described in a Current Report on Form 8-K filed by the Company. Except for the issuance of the Notes contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists with respect to the Company or its business, properties, operations or financial condition, that is required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed. The Company has no reason to believe that its independent auditors will withhold their consent to the inclusion of their audit opinion concerning the Company’s financial statements which shall be included in the Registration Statement (as such term is defined in the Registration Rights Agreement).

SEC Documents; Financial Statements. Since January 1, 1997Except as disclosed in the SEC Documents, the Company has filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Exchangor or its representatives true, correct and complete copies of all each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply Documents, (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to Exchangor which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

SEC Documents; Financial Statements. Since January 1Except as disclosed in Schedule 3(k), 1997during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser true Investor or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and except as set forth on Schedule 3(k), none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30their respective dates, 1998except as set forth on Schedule 3(k), the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except as set forth on Schedule 3(k), Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true Buyers or their respective representatives true, correct and complete copies of all the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they were made, not misleading.

SEC Documents; Financial Statements. Since January 1, 1997, the The Company has filed all -------------------------------------- reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange 1934 Act") (all of the foregoing filed prior to since the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser Holder or its representatives, or they have had access through EDGAR, to true and complete copies of all the SEC Documents. As of their txxxx respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, and are not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 3(d) of this Subscription Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, and are not misleading.

SEC Documents; Financial Statements. Since January 1, 1997During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year­end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1July 18, 19972022, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or prior to the Closing Date, and all exhibits and appendices included therein and financial statements, notes and schedules thereto (other than schedules or appendices to such documents permitted to be excluded therefrom) and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act applicable to the Company and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective filing dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian the U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Since January 1Except as set forth in SCHEDULE 3 (K), 1997from October 2000 to date, the Company has timely filed all reports, schedules, forms, statements, statements and other documents required to be filed by it with the Securities Exchange Commission (the "SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Purchaser true and complete copies of all SEC Documents. As Except as modified by subsequent filings, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents (when read together Documents, at the time they were filed with all exhibits included therein and financial statement schedules thereto and documentsthe SEC, other than exhibits, incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make to the statements therein, in light of the circumstances under which they were made, not misleading. The Company, any Person authorized to represent the Company, and, to the best knowledge of the Company, any other Person in connection with the issuing of the Notes, have not made, at any time, any oral communication in connection with the issuing of the Notes which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. As of June 30, 1998their respective dates, the Company was, and as of the date hereof the Company believes that it is a "foreign private issuer" within the meaning of Rule 3b-4 promulgated by the SEC under the Exchange Act and, therefore, affirms that it is a foreign issuer not meeting the following conditions: (1) more than 50 percent of the outstanding voting securities of the Company are held of record either directly or indirectly through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the Company is administered principally in the United States, or (iii) the business of the Company is administered principally in the United States. The Common Stock of the Company is therefore exempt from the operation of Section 16 of the Exchange Act pursuant to Rule 3a12-3(b) promulgated thereunder. As of the date of this Agreement, the Company is not in possession of any material non-public information that if disclosed would, or could reasonably be expected to have, an effect on the price of the Common Stock. The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial condition and results of operations, position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods presentedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.