Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario (the “Company Reporting Jurisdictions”). The Common Shares are listed and posted for trading on the CSE. None of the Company nor any of its Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, except where non-compliance would not be material and adverse to the Company. The Company has not made any confidential filings with any securities regulatory authorities that, as at the date of this Agreement, are not publicly available. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022.

Securities Laws Matters. (i) The Company (which for purposes of this paragraph (i) does not include its subsidiaries) is a “reporting issuer” or equivalent thereof in each of the provinces of Canada within the meaning of Securities Laws, is not on the list of reporting issuers in default under the Securities Laws in any jurisdiction in which the Company is a reporting issuer and is not in the provinces default of British Columbia, Alberta and Ontario (the “Company Reporting Jurisdictions”). The Common Shares are listed and posted for trading on the CSEany material requirements of any applicable Securities Laws. None of the Company nor any subsidiaries of its Subsidiaries the Company, the Joint Ventures or FT Services is subject to any continuous or periodic, or other periodic disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the CompanySecurities Laws. No delisting, suspension of trading in or cease trade or other trading order or restriction with respect to any securities of the Company or any Subsidiary or, to the knowledge of the Company Company, the Joint Ventures or FT Services, and no inquiry or investigation (formal or informal) of any Securities Authority or the Exchange is pendingin effect or, in effectto the knowledge of the Company, has been threatened, pending or is threatened or expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed with the Securities Authorities and the Exchange true and complete copies of all forms, reports, press releases, annual information forms, material change reports, financial statements, management’s discussion and analysis, disclosures, offering documents and information other documents required to be filed by itthe Company, whether in the manner and in the time frames required pursuant to Securities Laws (such documents are referred to herein as the “Company Public Documents”, and for the purposes of this Section 3.1(l)(i) are limited to the Company Public Documents publicly filed since January 1, 2010) and the Company Public Documents comply in all material respects with the requirements of applicable Securities Laws Laws, including, if applicable, the requirement that the Company Public Documents not contain, at the time filed with or otherwise, on SEDAR and with applicable securities regulatory authorities, except where non-compliance would not be material and adverse furnished to the CompanySecurities Authorities, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Company has not made filed any confidential filings material change report with any securities regulatory authorities that, as the Securities Authorities which at the date of this Agreement, are not publicly available. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022hereof remains confidential.

Securities Laws Matters. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario (the “Company Reporting Jurisdictions”). The Common Shares are listed and posted for trading on the CSE. None of the Company nor any of its Subsidiaries is are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, except as set forth in Section 6 of the Company Disclosure Letter or where non-compliance would not be material and adverse to the Company. The Company has not made any confidential filings with any securities regulatory authorities that, as at the date of this Agreement, are not publicly available. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Filings contained any Misrepresentationuntrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than the transactions contemplated by this Agreement, there There is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022.

Securities Laws Matters. The Company Corporation is a “reporting issuer in issuer” under the Securities Laws of the provinces of British Columbia, Alberta and Ontario and no other provinces or territories and is not on the list of defaulting issuers (or the “Company Reporting Jurisdictions”)equivalent) under the Securities Laws of any province or territory. The Common Shares are listed and posted for trading on each of the CSEExchanges. None of the Company nor any of its Subsidiaries Corporation’s subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws Securities Laws in any jurisdiction except jurisdiction. The Corporation is not in respect default of any material requirements of any Securities Laws or the rules and regulations of the Company in the Company Reporting JurisdictionsExchanges. The Company Corporation has not taken any action to cease to be a reporting issuer in any of the Company Reporting Jurisdictions, provinces or territories of Canada nor has the Company Corporation received notification from any applicable securities regulatory authorities Securities Authority seeking to revoke the reporting issuer status of the CompanyCorporation. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company Corporation is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and to the Company knowledge of the Corporation, the Corporation is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company Corporation has timely filed or furnished with any Governmental Authority all forms, reports, schedules, statements and other documents and information required to be filed by it, whether pursuant to applicable or furnished under Securities Laws or otherwisefurnished by the Corporation with the appropriate Governmental Authority since January 1, on SEDAR and with applicable securities regulatory authorities, except where non-compliance would not be material and adverse to the Company2014. The Company has not made any confidential filings documents comprising the Public Disclosure Record complied as filed or furnished in all material respects with any securities regulatory authorities thatSecurities Laws and did not, as at of the date of this Agreement, are not publicly available. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority furnished (or, if amended or superseded by a subsequent filing or submission prior to the date of this Agreement, then on the date of such filing): (i) such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Filings contained filing or submission), contain any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that The Corporation has not been generally disclosed to the public. As of filed any confidential material change report (which at the date of this AgreementAgreement remains confidential) or any other confidential filings (other than portions of filings which have been redacted) filed to or furnished with, as applicable, any Securities Authority. There are no class of securities outstanding or unresolved comments from any Securities Authority with respect to any of the Company is registered or required Public Disclosure Record and to be registered under Section 12 knowledge of the U.S. Exchange ActCorporation, neither the Corporation nor does the Company have a reporting obligation under Section 15(d) any of the U.S. Exchange Act. Up until June 30Public Disclosure Record is subject of an ongoing audit, 2021review, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. comment or investigation by any Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day Authority or either of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022Exchanges.

Securities Laws Matters. The Company is a “reporting issuer issuer” or the equivalent and not on the list of reporting issuers in default (or similar list) under applicable Canadian Securities Laws in each of the provinces and territories of British Columbia, Alberta and Ontario (the “Company Reporting Jurisdictions”). The Common Shares are listed and posted for trading on the CSE. None of the Company nor any of its Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting JurisdictionsCanada. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, any province of Canada nor has the Company received notification from any applicable securities regulatory authorities Canadian Securities Regulator seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of is pending or, to the Company is pendingknowledge the Company, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has (i) filed with or furnished, as applicable, all material reports, schedules, forms, statements, certifications, prospectuses, registration statements and other documents and information required to be filed or furnished, as applicable, by it, whether pursuant to the Company under applicable Securities Laws (including those required to be filed or otherwise, on SEDAR and furnished with applicable securities regulatory authorities, except where non-compliance would not be material and adverse or to the Company. The applicable Canadian Securities Regulators and the SEC) since March 2, 2020, including all reports that the Company has not made any confidential filings with any securities regulatory authorities thatwas required to file pursuant to Section 13 of the Exchange Act and (ii) submitted electronically and posted on its corporate website all Interactive Data Files that Parent was required to have submitted and posted since March 2, as at the date 2020, pursuant to Rule 405 of this Agreement, are not publicly available. Regulation S-T. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such none of the Public Disclosure Documents 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 the statements therein, in light of the circumstances under which they were made, not misleading. The Company Filing complied has not filed any confidential material change report with any Canadian Securities Regulators or the SEC which at the date hereof remains confidential. The Company is in compliance in all material respects with applicable Securities Laws; and (ii) none all current listing requirements of each of the Company Filings contained any Misrepresentation. Other than the transactions contemplated by this AgreementNYSE and TSX, there is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022Company.

Securities Laws Matters. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario (the “"Company Reporting Jurisdictions”"). The Common Shares are listed and posted for trading on the CSE. TSX-V. None of the Company nor any of its Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, authorities (including the TSX-V) except where non-compliance would not be material and adverse to the Company. The Company has not made any confidential filings with any securities regulatory authorities that, as at the date of this Agreement, are not publicly available. As of the time each Company Filing was filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “"material fact” " or “"material change” " (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022.

Securities Laws Matters. The Company is Parent has filed with or furnished to, as applicable, in a reporting issuer in timely manner all documents that Parent was required to file with or furnish to the provinces SEC (including exhibits and schedules thereto and all other information incorporated by reference) pursuant to Section 12(b) of British Columbia, Alberta and Ontario the Securities Act (the “Company Reporting JurisdictionsSEC Documents”). The Common Shares True, correct, and complete copies of all the SEC Documents are listed publicly available on XXXXX. As of their respective filing dates, or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and posted for trading proxy statements, on the CSEdates of effectiveness and the dates of the relevant meetings, respectively) all documents filed by Parent with the SEC complied in all material respects with the requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC promulgated thereunder. None of the Company nor SEC Documents, including any of its Subsidiaries is subject to any continuous or periodicfinancial statements, schedules, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading exhibits included or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed all documents and information required to be filed incorporated by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, except where non-compliance would not be material and adverse to the Company. The Company has not made any confidential filings with any securities regulatory authorities that, as reference therein at the date of this Agreement, are not publicly available. As of the time each Company Filing was they were filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of the last such amendment or superseding filing): (i) such Company Filing complied contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. None of Parent's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. Parent Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on the NASDAQ Capital Market. Parent has been and is currently in compliance in all material respects with all applicable Securities Laws; listing and (ii) none corporate governance rules of the Company Filings contained NASDAQ Capital Market and has taken no action designed to, or likely to have the effect of, terminating the registration of Parent Common Stock under the Securities Act or delisting the Parent Common Stock from the NASDAQ Capital Market, nor has Parent received any Misrepresentationnotification that the SEC or the NASDAQ Capital Market is contemplating terminating such registration or listing. Other than the transactions contemplated by this Agreement, there Parent is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company registered and is registered or not required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a as an “foreign private issuerinvestment company” within the meaning of Rule 405 under the U.S. Securities Act. In the event the United States Investment Company has ceased to qualify as a foreign private issuer as Act of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 20221940.

Securities Laws Matters. (a) The Company is a “reporting issuer” or equivalent in each of the provinces of Canada within the meaning of Securities Laws, is not on the list of reporting issuers in default under the Securities Laws in any jurisdiction in which the Company is a reporting issuer and is not in the provinces default of British Columbia, Alberta and Ontario (the “Company Reporting Jurisdictions”)any material requirements of any applicable Securities Laws. The Common Shares are listed and posted for trading on the CSE. None Subsidiaries of the Company nor any of its Subsidiaries is are not subject to any continuous or periodic, or other periodic disclosure requirements under any securities laws in any jurisdiction except in respect of the Company in the Company Reporting Jurisdictions. The Company has not taken any action to cease to be a reporting issuer in the Company Reporting Jurisdictions, nor has the Company received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the CompanySecurities Laws. No delisting, suspension of trading in or cease trade or other trading order or restriction with respect to any securities of the Company Company, and no inquiry or investigation (formal or informal) of any Subsidiary Securities Authority or the Exchange is in effect or, to the knowledge of the Company is pendingCompany, in effect, has been threatened, pending or is threatened or expected to be implemented or undertaken, and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has filed with the Securities Authorities and the Exchange true and complete copies of all forms, reports, press releases, annual information forms, material change reports, financial statements, management’s discussion and analysis, disclosures, offering documents and information other documents required to be filed by itthe Company, whether in the manner and in the time frames required pursuant to Securities Laws, and the Company Public Documents since December 31, 2010 comply in all material respects with the requirements of applicable Securities Laws Laws, including, if applicable, the requirement that such Company Public Documents not contain, at the time filed with or otherwise, on SEDAR and with applicable securities regulatory authorities, except where non-compliance would not be material and adverse furnished to the CompanySecurities Authorities, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Company has not made filed any confidential filings material change report with any securities regulatory authorities that, as the Securities Authorities which at the date of this Agreement, hereof remains confidential. There are not publicly available. As of the time each Company Filing was filed on SEDAR no outstanding or unresolved comments in comment letters from any Securities Authority with the applicable securities regulatory authority (or, if amended or superseded by a filing prior respect to the date of this Agreement, then on the date of such filing): (i) such Company Filing complied in all material respects with applicable Securities Laws; and (ii) none any of the Company Filings contained any Misrepresentation. Other than the transactions contemplated Public Documents filed by this Agreement, there is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending since December 31, 2021), 2010 and neither the Company will cease to be eligible to rely on nor any of such Company Public Documents is subject of an ongoing audit, review, comment or investigation by any Securities Authority or the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022Exchange.

Securities Laws Matters. The Company Purchaser is a reporting issuer in the provinces of British Columbia, Alberta Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Ontario Newfoundland (the “Company Purchaser Reporting Jurisdictions”). The Common Shares common shares of the Purchaser are listed and posted for trading on the CSE. None Except as set forth in Section 6 of the Company nor any of its Subsidiaries Purchaser Disclosure Letter, the Purchaser is not subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company Purchaser in the Company Purchaser Reporting Jurisdictions. The Company Purchaser has not taken any action to cease to be a reporting issuer in the Company Purchaser Reporting Jurisdictions, nor has the Company Purchaser received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the CompanyPurchaser. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company Purchaser is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company Purchaser is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company Purchaser has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authorities, except where non-non- compliance would not be material and adverse to the CompanyPurchaser. The Company Purchaser has not made any confidential filings with any securities regulatory authorities that, as at the date of this Agreement, are not publicly available. As of the time each Company Purchaser Filing was filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such Company Purchaser Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Purchaser Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “material fact” or “material change” (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries Purchaser that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022.

Securities Laws Matters. The Company Purchaser is a reporting issuer in each of the provinces of British Columbia, Alberta and Ontario Canada (the “Company "Purchaser Reporting Jurisdictions”"). The Common Purchaser Shares are listed and posted for trading on the CSE. None of TSX in Canada and on the Company nor any of its Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction except in respect of the Company OTCQX in the Company Reporting JurisdictionsUnited States, respectively. The Company Purchaser has not taken any action to cease to be a reporting issuer in the Company Purchaser Reporting Jurisdictions, nor has the Company Purchaser received notification from any applicable securities regulatory authorities seeking to revoke the reporting issuer status of the CompanyPurchaser. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any Subsidiary of the Company Purchaser is pending, in effect, has been threatened, or is expected to be implemented or undertaken, and the Company Purchaser is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company Purchaser has filed all documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, on SEDAR and with applicable securities regulatory authoritiesauthorities (including the TSX), except where non-compliance would not be material and adverse to the CompanyPurchaser. The Company Purchaser has not made any confidential filings with any securities regulatory authorities that, as at the date of this Agreement, are not publicly available. As of the time each Company Purchaser Filing was filed on SEDAR or with the applicable securities regulatory authority (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) such Company Purchaser Filing complied in all material respects with applicable Securities Laws; and (ii) none of the Company Purchaser Filings contained any Misrepresentation. Other than the transactions contemplated by this Agreement, there is no “"material fact” " or “"material change” " (as those terms are defined in under applicable Securities Laws) in the affairs of the Company or any of its Subsidiaries Purchaser that has not been generally disclosed to the public. As of the date of this Agreement, no class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have a reporting obligation under Section 15(d) of the U.S. Exchange Act. Up until June 30, 2021, the Company was a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act. In the event the Company has ceased to qualify as a foreign private issuer as of June 30, 2021 (being the last business day of the second fiscal quarter of the fiscal year ending December 31, 2021), the Company will cease to be eligible to rely on the rules and forms available to foreign private issuers under U.S. federal securities laws from and after January 1, 2022 and will be required to file a registration statement on Form 10 pursuant to Section 12(g) of the U.S. Exchange Act no later than May 2, 2022.