Common use of Target Circular Clause in Contracts

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Laws and file the Target Circular on a timely basis, and in any event on or before March 4, 2011, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Target Circular does not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates) and shall provide Target Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (c) Acquiror will furnish to Target all such information regarding Acquiror and its affiliates as may be reasonably required by Target in the preparation of the Target Circular and other documents related thereto. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed. Acquiror shall also provide Target with any disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circular. (d) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target Shareholders. (e) Target and Acquiror shall each promptly notify each other if at any time before the Effective Date, it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basis, and in any event on or before March 4February 25, 2011, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and applicable Securities Laws, and, without limiting the generality of the foregoing, that the Target Circular does not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates, including the Acquiror Shares) and shall provide Target Shareholders and Target Optionholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders and Target Optionholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s 's Target Shares (including any Target Shares issued upon the exercise of any Target OptionsOptions or Target Warrants) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (c) Acquiror will furnish to Target all such information regarding Acquiror and Acquiror, its affiliates and the Acquiror Shares as may be reasonably required by Target in the preparation of the Target Circular and other documents related thereto. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and Acquiror, its affiliates and the Acquiror Shares not misleading in light of the circumstances in which it is disclosed. Acquiror shall also provide Target with any disclosure reasonably requested by Target sufficient to permit reliance allow Acquiror to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement and the issuance of Acquiror Shares in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circular. (d) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and Target Optionholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror, acting reasonably. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target ShareholdersShareholders and Target Optionholders. (e) Target and Acquiror shall each promptly notify each the other if at any time before the Effective Date, it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate co­operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders and Target Optionholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basis, and in any event on or before March 4February 25, 2011, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – - Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and applicable Securities Laws, and, without limiting the generality of the foregoing, that the Target Circular does not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates, including the Acquiror Shares) and shall provide Target Shareholders and Target Optionholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders and Target Optionholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s 's Target Shares (including any Target Shares issued upon the exercise of any Target OptionsOptions or Target Warrants) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (c) Acquiror will furnish to Target all such information regarding Acquiror and Acquiror, its affiliates and the Acquiror shares as may be reasonably required by Target in the preparation of the Target Circular and other documents related thereto. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and Acquiror, its affiliates and the Acquiror shares not misleading in light of the circumstances in which it is disclosed. Acquiror shall also provide Target with any disclosure reasonably requested by Target sufficient to permit reliance allow Acquiror to rely upon the exemption from registration provided under Section section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares shares by Target pursuant to the Arrangement and the issuance of Acquiror shares in exchange for Target Shares shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circular. (d) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders shareholders and Target Optionholders and filed with the Securities securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror, acting reasonably. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target Shareholdersshareholders and Target Optionholders. (e) Target and Acquiror shall each promptly notify each the other if at any time before the Effective Date, it becomes aware (in the case of Target only with respect to Target and Spinco spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate co­operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders shareholders and Target Optionholders and, if required by the Court or applicable Laws, file the same with the Securities securities Authorities and as otherwise required.

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basisas soon as practicable, and in any event in sufficient time to allow the Target Meeting to be held on or before March 4, 2011the Target Meeting Date, in all jurisdictions where the same is required to be filed filed, and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing of the Target Circular. Without limiting the generality of the foregoinglimitation, Target shall, in consultation with AcquirorXxxxxxx, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereofof such instrument. (b) The Target Circular will, subject to the other terms of this Agreement, including Section 7.2, include: (i) the unanimous recommendation of the Target Board that Target Securityholders vote in favour of the Arrangement Resolution; (ii) the opinion of an independent financial advisor to Target to the effect that the consideration to be received under the Arrangement is fair from a financial point of view to the Target Shareholders; and (iii) a statement that each of the Locked-Up Shareholders intends to vote all of his or her or its Target Shares (including any Target Shares issued upon the exercise of any Target Options or Target Warrants) and Target Options and Target Warrants in favour of the Arrangement Resolution, subject to the terms of the Voting Agreements. (c) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoinglimitation, that the Target Circular does will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in the Target Circular or necessary to make the statements contained therein in the Target Circular not misleading in light of the circumstances in which they are made (other than than, in each case case, with respect to any information relating to and provided by Acquiror Xxxxxxx and its affiliates, including the Xxxxxxx Shares) and shall provide Target Shareholders Securityholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (cd) Acquiror Xxxxxxx will furnish to Target all such information regarding Acquiror and Xxxxxxx, its affiliates and the Xxxxxxx Shares as may be reasonably required by Target (including, as required by Section 14.2 of Form 51-102 F5) in the preparation of the Target Circular and other documents related theretoto the Target Circular. Acquiror Xxxxxxx shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons (as defined in National Instrument 43-101) to the use of any technical information regarding the Xxxxxxx Properties, and from its auditors to the use of any of its financial information, required to be included in the Target Circular. Xxxxxxx shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates Xxxxxxx not misleading in light of the circumstances in which it is disclosed. Acquiror disclosed and shall also provide Target with any constitute full, true and plain disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circularinformation concerning Xxxxxxx. (de) Acquiror Xxxxxxx and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and Target shall give reasonable consideration shall be given to any comments made by Acquiror Xxxxxxx and its counsel, provided that all information relating solely to Acquiror Xxxxxxx included in the Target Circular shall be in form and content satisfactory to AcquirorXxxxxxx, acting reasonably. Target shall provide Acquiror Xxxxxxx with a final copy of the Target Circular prior to mailing to the Target ShareholdersSecurityholders. (ef) Target and Acquiror Xxxxxxx shall each promptly notify each the other if at any time before the Effective Date, Date it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror Xxxxxxx only with respect to AcquirorXxxxxxx) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein in the Target Circular or necessary to make the statements contained therein in the Target Circular not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and otherwise as otherwise required. (g) Target shall keep Xxxxxxx informed of any requests or comments made by Securities Authorities in connection with the Target Circular and promptly provide Xxxxxxx with copies of any correspondence received by Target from, or sent by Target to, Securities Authorities in connection with the Target Circular.

Target Circular. (a) Target shall prepare prepare, with the assistance of the Acquiror, the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basisas soon as practicable, and in any event on or before March 4September 6, 20112013, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) The Target Circular will, subject to the other terms of this Agreement, include: (i) the unanimous recommendation of the Target Board that are entitled to vote that Target Shareholders vote in favour of the Arrangement Resolution; and (ii) a statement that each director and senior officer of Target (entitled to vote) intends to vote in favour of the Arrangement Resolution. (c) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoing, that the Target Circular does will not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates, including the Acquiror Shares) and shall provide Target Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target MeetingMeeting and to allow Acquiror to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Acquiror Shares in exchange for Target Shares pursuant to the transactions described herein. Subject to Sections 7.1 to 7.3Section 7.2, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target OptionsOptions and Target Warrants) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up AgreementsAgreement. (cd) Acquiror will furnish to Target all such information regarding Acquiror and Acquiror, its affiliates and the Acquiror Shares, as may be reasonably required by Target (including, as required by Section 14.2 of Form 51-102 F5) in the preparation of the Target Circular and other documents related thereto. Acquiror shall also use commercially reasonable efforts to obtain any necessary consents from its auditors to the use of any financial information required to be included in the Target Circular. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed. Acquiror disclosed and shall also provide Target with any constitute full, true and plain disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circularinformation concerning Acquiror. (de) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating solely to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror, acting reasonably. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target Shareholders. (ef) Target and Acquiror shall each promptly notify each the other if at any time before the Effective Date, Date it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required. (g) Target shall keep Acquiror informed of any requests or comments made by Securities Authorities in connection with the Target Circular.

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basisas soon as practicable, and in any event in sufficient time to allow the Target Meeting to be held on or before March 4, 2011the Target Meeting Date, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) The Target Circular will, subject to the other terms of this Agreement, including Section 7.2, include: (i) the recommendation of the Target Board that Target Shareholders and Target Optionholders vote in favour of the Arrangement Resolution; (ii) the Fairness Opinion; and (iii) a statement that four directors and each of the senior officers of Target intend to vote all of his or her Target Shares (including any Target Shares issued upon the exercise of any Target Options ) and Target Options in favour of the Arrangement Resolution and Exploration Capital Partners 2009 Limited Partnership intends to vote 1,187,500 Target Shares in favour of the Arrangement Resolution, subject to the terms of the Voting Agreements. (c) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoing, that the Target Circular does will not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates, including the Acquiror Shares) and shall provide Target Shareholders Securityholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (cd) Acquiror will furnish to Target all such information regarding Acquiror and Acquiror, its affiliates and the Acquiror Shares, as may be reasonably required by Target (including, as required by Section 14.2 of Form 51-102 F5) in the preparation of the Target Circular and other documents related thereto. Acquiror shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons (as defined in National Instrument 43-101) to the use of any technical information, and its auditors to the use of any financial information, required to be included in the Target Circular. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed. Acquiror disclosed and shall also provide Target with any constitute full, true and plain disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circularinformation concerning Acquiror. (de) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating solely to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror, acting reasonably. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target ShareholdersSecurityholders. (ef) Target and Acquiror shall each promptly notify each the other if at any time before the Effective Date, Date it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required. (g) Target shall keep Acquiror informed of any requests or comments made by Securities Authorities in connection with the Target Circular and promptly provide Acquiror with copies of any correspondence received by Target from, or sent by Target to, Securities Authorities in connection with the Target Circular.

Target Circular. (a) The Parties will cooperate in the preparation of the Target shall Circular and any related documents. As promptly as practicable following the execution of this Agreement: (i) Target will prepare the Target Circular in compliance together with any other documents required by the Interim Order and applicable Laws and file in connection with the Target Circular on a timely basisMeeting, and in any event on or before March 4, 2011, in all jurisdictions where the same is required to be filed and mail the same as required by ensuring compliance with the Interim Order and in accordance with all Order, other applicable Laws, in all jurisdictions where the same is requiredand this Agreement. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) Target shall will ensure that the Target Circular complies in all material respects with provides the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Target Circular does not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates) and shall provide Target Shareholders with information in sufficient detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3The Target Circular shall include, among other things, (A) the Target Circular will include the unanimous recommendation Board Recommendation, (B) a statement that each of the Target Board that Supporting Shareholders has signed a Target Shareholders Voting Agreement, pursuant to which each of them has agreed to, among other things, vote all of their Target Shares in favour of the Arrangement ResolutionResolution and any other resolution presented at the Target Meeting required to give effect to the Arrangement, (C) a summary and a statement that each director copy of Target intends the Target’s financial advisor’s fairness opinion; and (D) information in sufficient detail to vote all of such director’s Target Shares (including any Target Shares issued allow the Buyer to rely upon the exercise Section 3(a)(10) Exemption with respect to the issuance of Consideration Shares pursuant to the transactions described in this Agreement; (ii) Buyer will prepare the Buyer Information, in accordance with the Interim Order and applicable Laws, for inclusion or incorporation by reference in the Target Circular and provide the Buyer Information (together with any required consents of experts relating to it) to Target in a timely manner; and (iii) Buyer shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Target Options) in favour of the Arrangement Resolution, subject Circular and to the other terms identification in the Target Circular of this Agreement and the Lock-up Agreementseach such advisor. (cb) Acquiror will furnish to Target all such information regarding Acquiror and its affiliates as may be reasonably required by Target in During the course of the preparation of the Target Circular and other documents any related thereto. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the documents, Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed. Acquiror shall also provide Target with any disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circular.will: (di) Acquiror provide Buyer and its legal counsel shall be given a and other advisors with reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and those related documents; and (ii) give reasonable consideration shall be given to any comments made by Acquiror Xxxxx and its counsellegal and other advisors, provided that all information relating solely to Acquiror Buyer included in the Target Circular, and all information describing the terms and conditions of this Agreement, the Target Voting Agreements, or the Plan of Arrangement will be in form and content reasonably satisfactory to the Buyer. (c) Target will ensure that the Target Circular does not contain any misrepresentations (except that Target shall not be responsible for any Buyer Information included in the Target Circular shall be that was provided by Buyer expressly for inclusion in form and content satisfactory to Acquiror. Target shall provide Acquiror with a final copy of the Target Circular prior pursuant to mailing to Section 2.3(a)(ii)). (d) Buyer will ensure that the Buyer Information provided for inclusion or incorporation by reference in the Target ShareholdersCircular does not contain any misrepresentations concerning Buyer. (e) Subject to the issuance of the Interim Order and compliance by Buyer with its obligations under this Section 2.3, Target will promptly cause the Target Circular and Acquiror shall each any related documents to be distributed to the Target Shareholders and other appropriate Persons, and filed with applicable Governmental Authorities, in accordance with the Interim Order and applicable Laws. (f) Each Party will promptly notify each other the Other Party if at any time before the Effective Date, Target Shareholder Approval is obtained it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are mademisrepresentation, or information that otherwise requires an amendment or supplement to the Target Circular, and the . The Parties shall co-operate will cooperate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall will promptly mail or otherwise publicly disseminate any cause the amendment or supplement to be distributed to the Target Circular to Target Shareholders andand other appropriate Persons, if and filed with applicable Governmental Authorities, in each case as required by the Court or applicable Lawsby Law. (g) Target shall promptly advise Buyer of any communication (written or oral) received by Target from the TSXV, file the same or any other Governmental Authority (in particular any securities regulatory authority) in connection with the Securities Authorities and as otherwise requiredTarget Circular.

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basis, and in any event on or before March 4, 2011Circular, in all jurisdictions where the same is required to be filed on a timely basis and in any event in sufficient time to allow the Target Meeting to be held on or before August 15, 2012, or such other date as may be agreed to between Purchaser and Target, and mail the same Target Circular, as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is requiredrequired to be mailed, in each case complying in all material respects with all applicable Laws on the date of mailing thereof. Without limiting the generality of the foregoing, Target shall, in consultation with AcquirorPurchaser, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof, if required. (b) The Target Circular will, subject to the other terms of this Agreement, include: (i) the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution; (ii) a copy of the Target Fairness Opinion; and (iii) a statement that each director and officer of Target intends to vote in favour of the Arrangement Resolution, subject to the terms of the Voting Agreements. (c) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoing, that the Target Circular does will not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror Purchaser and its affiliates) and shall provide Target Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning , including the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s Target Shares (including any Target Shares issued upon the exercise of any Target Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up AgreementsPurchaser Shares). (cd) Acquiror will Purchaser will, on a timely basis, furnish to Target all such information regarding Acquiror and Purchaser, its affiliates and the Purchaser Shares, as may be reasonably required by Target (including, as required by Section 14.2 of Form 51-102 F5) in the preparation of the Target Circular and other documents related thereto, including any pro forma financial statements prepared in accordance with GAAP and applicable Laws. Acquiror Purchaser shall ensure that no such also use commercially reasonable efforts to obtain any necessary certificates and consents from Qualified Persons (as defined in National Instrument 43-101) and its auditors and other experts relating to technical financial and other expertized information will include any untrue statement of a material fact or omit to state a material fact required to be stated included in the Target Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates Purchaser not misleading in light of the circumstances in which it is disclosed. Acquiror disclosed and shall also provide Target with any constitute full, true and plain disclosure reasonably requested by Target to permit reliance upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circularinformation concerning Purchaser. (de) Acquiror Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, Circular prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror Purchaser and its counsel, provided that all information relating solely to Acquiror Purchaser included in the Target Circular shall be in form and content satisfactory to AcquirorPurchaser, acting reasonably. Target shall provide Acquiror Purchaser with a final copy of the Target Circular prior to mailing to the Target ShareholdersSecurityholders. (ef) Target and Acquiror Purchaser shall each promptly notify each the other if at any time before the Effective Date, Date it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror Purchaser only with respect to AcquirorPurchaser) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate cooperate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders Securityholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required. (g) Target shall keep Purchaser informed of any requests or comments made by Securities Authorities in connection with the Target Circular or the Arrangement.

Target Circular. (a) Target shall prepare the Target Circular in compliance with the Interim Order and applicable Securities Laws and file the Target Circular on a timely basis, and in any event on or before March October 4, 20112010, in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required. Without limiting the generality of the foregoing, Target shall, in consultation with Acquiror, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in section 2.20 thereof. (b) Target shall ensure that the Target Circular complies in all material respects with the Interim Order and applicable Securities Laws, and, without limiting the generality of the foregoing, that the Target Circular does not contain 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 contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by Acquiror and its affiliates, including the Acquiror Shares) and shall provide Target Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Target Meeting. Subject to Sections 7.1 to 7.3, the Target Circular will include the unanimous recommendation of the Target Board that Target Shareholders vote in favour of the Arrangement Resolution, and a statement that each director of Target intends to vote all of such director’s 's Target Shares (including any Target Shares issued upon the exercise of any Target Options, Target Warrants and/or Target Exchangeable Shares) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (c) Acquiror will furnish to Target all such information regarding Acquiror and Acquiror, its affiliates and the Acquiror Shares as may be reasonably required by Target in the preparation of the Target Circular and other documents related thereto. Acquiror shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Target Circular in order to make any information so furnished or any information concerning Acquiror and Acquiror, its affiliates and the Acquiror Shares not misleading in light of the circumstances in which it is disclosed. Acquiror shall also provide Target with any disclosure reasonably requested by Target to permit reliance allow Acquiror to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the distribution of Spinco Shares by Target pursuant to the Arrangement and the issuance of Acquiror Shares in exchange for Target Shares pursuant to the transactions described herein, and Target shall include such disclosure in the form provided by the Acquiror in the Target Circular. (d) Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Target Circular, prior to the Target Circular being printed and mailed to Target Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by Acquiror and its counsel, provided that all information relating to Acquiror included in the Target Circular shall be in form and content satisfactory to Acquiror. Target shall provide Acquiror with a final copy of the Target Circular prior to mailing to the Target Shareholders. (e) Target and Acquiror shall each promptly notify each other if at any time before the Effective Date, it becomes aware (in the case of Target only with respect to Target and Spinco and in the case of Acquiror only with respect to Acquiror) that the Target Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Target Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Target Circular, as required or appropriate, and Target shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Target Circular to Target Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.