Common use of The Company Information Circular Clause in Contracts

The Company Information Circular. (i) The Company shall, in accordance with applicable Legal Requirements, promptly prepare and complete, in good faith consultation with Buyer, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) in connection with the Company Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal and such other documents to be filed and to be delivered to each Company Securityholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i). (ii) The Company shall ensure that the Company Information Circular (A) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), (B) does not contain any Misrepresentation, except with respect to Buyer Information included in the Company Information Circular, (C) provides the Company Securityholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V). (iii) Without limiting the generality of Section 2.1(c)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the Company Board has received the Fairness Opinion, and (D) a statement that each Supporting Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and vote in favor of the Company Arrangement Resolution. (iv) Buyer shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) required to be included under applicable Legal Requirements in the Company Information Circular (the “Buyer Information”), and ensuring that the Buyer Information does not contain any Misrepresentation. The Company shall give Buyer and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx and its counsel, and agrees that all information relating to Buyer included in the Company Information Circular must be in a form and content reasonably satisfactory to Buyer. The Company shall provide Buyer with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged Securities. (v) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V). (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (i) The Company shall, in accordance with applicable Legal Requirements, shall promptly prepare and complete, in good faith consultation with BuyerSOAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered to each Company Securityholder Shareholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, in each case so as to permit the Company Shareholders Meeting to be held by the time specified in Section 2.1(b)(i). (ii) The Company shall ensure that the Company Information Circular (A) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (B) does not contain any Misrepresentation, except with respect to Buyer SOAC Information included in the Company Information Circular, (C) provides the Company Securityholders Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Shareholders Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V)Law. (iii) Without limiting the generality of Section 2.1(c)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the Company Board has received unanimously determined that the Fairness OpinionArrangement is in the best interests of the Company and fair to the Company Shareholders, and recommends that the Company Shareholders vote in favor of the Company Arrangement Resolution and (DB) a statement that each Supporting Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and vote in favor of the Company Arrangement Resolution. (iv) Buyer SOAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) SOAC required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SOAC Information”), and ensuring that the Buyer SOAC Information does not contain any Misrepresentation. The Company shall give Buyer SOAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx SOAC and its counsel, and agrees that all information relating to Buyer SOAC included in the Company Information Circular must be in a form and content reasonably satisfactory to BuyerSOAC. The Company shall provide Buyer SOAC with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesShareholders. (v) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. In the event that the Company Required Approval is to be sought from Company Shareholders and Company Performance Warrantholders at the Company Securityholders Meeting: (i) The Company shall, in accordance with applicable Legal Requirementsas soon as reasonably practicable, promptly prepare and complete, in good good-faith consultation with BuyerSPAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Securityholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim OrderWritten Resolution Deadline, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered to each Company Securityholder Shareholder, holder of Company Performance Warrants and other person Person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i)Law. (ii) The Company shall ensure that the Company Information Circular (A) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including Law, except with respect to SPAC Information included in the rules and policies Company Information Circular to the extent furnished or approved by or on behalf of SPAC for inclusion in the TSX-V)Company Information Circular, which SPAC will ensure complies with applicable Law in all material respects, (B) does not contain any Misrepresentation, except with respect to Buyer SPAC Information included in the Company Information Circular to the extent furnished or approved y or on behalf of SPAC for inclusion in the Company Information Circular, which SPAC will ensure does not contain any Misrepresentation, and (C) provides the Company Securityholders Shareholders and the Company Performance Warrantholders with sufficient information (information, which is explained in sufficient detail) , to permit them to form a reasoned judgement judgment concerning the matters to be placed before the Company Securityholders Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V). (iii) Without limiting the generality of Section 2.1(c)(ii3.1(d)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) a statement that the Company Board Recommendationhas after consulting with outside legal counsel in evaluating the Arrangement unanimously determined that the Arrangement is in the best interests of the Company and fair, from a financial point of view, to the Company Shareholders and the Company Performance Warrantholders, and recommends that the Company Shareholders and the Company Performance Warrantholders vote in favor of the Company Arrangement Resolution, (B) a copy of the Fairness OpinionInterim Order, (C) a statement that the Company Board has received the Fairness Opinion, and (D) a statement that each Supporting Company Shareholder has entered into a Company Transaction the Shareholder Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and vote in favor of the Company Arrangement Resolution, and (D) a statement that each director and executive officer of the Company has agreed to vote all of such individual’s Company Common Shares and Company Performance Warrants in favor of the Company Arrangement Resolution. (iv) Buyer SPAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) SPAC and the Acquisition Entities required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SPAC Information”), and ensuring that the Buyer SPAC Information does not contain any Misrepresentation. The Company shall give Buyer SPAC and its legal counsel Representatives a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx SPAC and its counselRepresentatives, and agrees that all information relating to Buyer SPAC and the Acquisition Entities included in the Company Information Circular must be in a form and content reasonably satisfactory to BuyerSPAC. The Company shall provide Buyer SPAC and its Representatives with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged Securitiesthe Company Performance Warrants. (v) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities the Company Performance Warrantholders as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (ia) The Company shallAs promptly as reasonably practicable after the execution of this Agreement, and in conjunction with the preparation of the Proxy/Registration Statement in accordance with applicable Legal Requirements‎Section 7.2, promptly the Company shall prepare and completecomplete (but taking into account the need for SPAC to provide the SPAC Information in accordance with ‎Section 2.4(d)), in good faith consultation with BuyerSPAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered sent to each Company Securityholder Shareholder and other person Person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, in each case so as to permit the Company Shareholders Meeting to be held by the time date specified in Section 2.1(b)(i‎Section 2.3(a). (iib) The Company shall ensure that the Company Information Circular (Ai) complies in all material respects with the Company Governing Documents of the CompanyDocuments, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (Bii) does not contain any Misrepresentationuntrue statement of a material fact or fail to state any 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 (except with respect to Buyer SPAC Information included in the Company Information Circular, which SPAC will ensure does not contain any untrue statement of a material fact or fail to state any 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), and (Ciii) provides the Company Securityholders Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Shareholders Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V). (iiic) Without limiting the generality of Section 2.1(c)(ii), the The Company shall, subject to the terms of this AgreementAgreement (including, for the avoidance of doubt, ‎Section 7.2(c)), ensure that the Company Information Circular includes includes: (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (Ci) a statement that the Company Board has received unanimously determined that the Fairness Opinion, Arrangement is in the best interests of the Company and (D) a statement unanimously recommends that each Supporting the eligible Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and Shareholders vote in favor of the Company Arrangement Resolution; and (ii) a statement that each of the Key Company Shareholders has entered into the Shareholder Support Agreements pursuant to which, among other things, the Key Company Shareholders (A) will not transfer (other than certain permitted transfers), and will vote, their Company Shares in favor of the Company Arrangement Resolution and any other resolutions necessary to effect this Agreement, the Plan of Arrangement and the other Transactions, (B) will not exercise, and will waive, rights in respect of Dissent Rights, and (C) consent to the termination of the XXX, the ROFO Agreement, the Voting Agreement and any Side Letters effective at the Closing. (ivd) Buyer SPAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company Company, on a timely basis, any information with respect to Buyer (including pro forma financial statements of Buyer) SPAC required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SPAC Information”), including using its commercially reasonable efforts to cause SPAC’s independent accountants to cooperate with the Company in a manner consistent with customary practice and to provide customary consents to the inclusion of audit reports if historical financial statements or other financial information are included in the Company Information Circular, and ensuring that the Buyer SPAC Information does not contain any Misrepresentationuntrue statement of a material fact or fail to state any 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 SPAC Information shall include, but is not limited to, all information relating to SPAC and the Stockholder Arrangement Consideration. The Company shall give Buyer SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, documents and shall accept the give reasonable consideration to any comments made by Bxxxx SPAC and its legal counsel. For the avoidance of doubt, the final form and agrees that all information relating to Buyer included in content of the Company Information Circular must shall be in a form and content reasonably satisfactory to Buyerdetermined by the Company, acting reasonably. The Company shall provide Buyer SPAC with a final copy of the Company Information Circular prior to in connection with its delivery mailing to the Company Shareholders and holders of Other Arranged SecuritiesShareholders. (ve) Each Party party shall promptly notify the other Party party if it becomes aware that the Company Information Circular (i) contains any untrue statement of a Misrepresentationmaterial fact or fails to state any 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, or (ii) otherwise requires an amendment or supplement. The Parties parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by in a manner provided in the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Interim Order. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (ia) The Company shall, in accordance with applicable Legal Requirements, shall promptly prepare and complete, in good faith consultation with BuyerFEAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered sent to each Company Securityholder Shareholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, in each case so as to permit the Company Meeting to be held by the time specified in provided that FEAC shall have complied with Section 2.1(b)(i2.4(d). (iib) The Company shall ensure that the Company Information Circular (Ai) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (Bii) does not contain any Misrepresentation, except with respect to Buyer FEAC Information included in the Company Information Circular, which FEAC will ensure does not contain a Misrepresentation, (Ciii) provides the Company Securityholders Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting, Shareholders Meeting and (Div) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-VLaw, in each case provided that FEAC shall have complied with Section 2.4(d). (iiic) Without limiting the generality of Section 2.1(c)(ii), the The Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the board of directors of the Company Board has received unanimously (i) determined that the Fairness Opinion, Plan of Arrangement and the Transactions are in the best interests of the Company and fair to the Company Shareholders and (Dii) a statement recommended that each Supporting the Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and Shareholders vote in favor of the Company Arrangement Resolution. (ivd) Buyer FEAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company on a timely basis any information with respect to Buyer (including pro forma financial statements of Buyer) FEAC or its securityholders required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer FEAC Information”), and ensuring that the Buyer FEAC Information does not contain any Misrepresentation. The Company shall give Buyer FEAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx FEAC and its counsel, and agrees that all information relating to Buyer FEAC included in the Company Information Circular must be in a form and content reasonably satisfactory to Buyer. The Company shall provide Buyer with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesFEAC. (ve) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders Shareholders, and holders of Other Arranged Securities file the same with any Governmental Entity, in each case as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (i) The Company shall, in accordance with applicable Legal Requirementsas promptly as reasonably practicable, promptly prepare and complete, in good faith consultation with BuyerProspector, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered sent to each Company Securityholder Shareholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, in each case so as to permit the Company Shareholders Meeting to be held by the time specified in Section 2.1(b)(i). (ii) The Company shall ensure that the Company Information Circular (Ai) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (Bii) does not contain any Misrepresentation, except with respect to Buyer Prospector Information included in the Company Information Circular, which Prospector will ensure does not contain a Misrepresentation, (Ciii) provides the Company Securityholders Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting, Shareholders Meeting and (Div) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V)Law. (iii) Without limiting the generality of Section 2.1(c)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes a (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the board of directors of the Company Board has received unanimously (i) determined that the Fairness Opinion, Plan of Arrangement and the Transactions are in the best interests of the Company and fair to the Company Shareholders and (Dii) a statement recommended that each Supporting the Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and Shareholders vote in favor of the Company Arrangement Resolution, (B) statement that the Supporting Company Shareholders have executed the Consent and Waiver, and (C) statement that each Proxy Company Shareholder has entered into a Power of Attorney pursuant to which such Proxy Company Shareholder has granted a power of attorney to the Chairman of the Board of the Company (or, failing him, any director or officer of the Company) to represent such Proxy Company Shareholder and vote on behalf of such Proxy Company Shareholder in respect of all matters to approve the Transactions. (iv) Buyer Prospector shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) Prospector required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer Prospector Information”), and ensuring that the Buyer Prospector Information does not contain any Misrepresentation. The Company shall give Buyer Prospector and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx Prospector and its counsel, and agrees that all information relating to Buyer Prospector included in the Company Information Circular must be in a form and content reasonably satisfactory to BuyerProspector. The Company shall provide Buyer Prospector with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesShareholders. (v) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (ia) The Company shall, in accordance with applicable Legal Requirements, shall promptly prepare and complete, in good faith consultation with BuyerSPAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered sent to each Company Securityholder Shareholder and other person Person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i)Law. (iib) The Company shall ensure that the Company Information Circular (Ai) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (Bii) does not contain any Misrepresentationmisrepresentation, except with respect to Buyer SPAC Information included in the Company Information Circular, which SPAC shall ensure does not contain any misrepresentation, (Ciii) provides the Company Securityholders Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting, Shareholders Meeting and (Div) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V)Law. (iiic) Without limiting the generality of Section 2.1(c)(ii), the The Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the Company Board has received unanimously (i) determined that the Fairness Opinion, Plan of Arrangement and the Transactions are in the best interests of the Company and fair to the Company Shareholders and (Dii) a statement recommended that each Supporting the Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and Shareholders vote in favor of the Company Arrangement Resolution. (ivd) Buyer SPAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) SPAC required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SPAC Information”), and ensuring that the Buyer SPAC Information does not contain any Misrepresentationmisrepresentation. The Company shall give Buyer SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, documents and shall accept the reasonable comments made by Bxxxx SPAC and its counsel, and agrees that all information relating to Buyer SPAC included in the Company Information Circular must be in a form and content reasonably satisfactory to Buyer. The Company shall provide Buyer with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesSPAC. (ve) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (ia) The In the event the Company shallseeks approval of the Company Amalgamation Resolution at a Company Special Meeting rather than by way of a written consent resolution, in accordance with applicable Legal Requirements, the Company shall promptly prepare and complete, in good faith consultation with Buyerthe SPAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Special Meeting and the ArrangementAmalgamation, and the Company shall, as shall promptly as practicable after obtaining following the Interim Orderexecution of this Agreement, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered sent to each Company Securityholder Shareholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i)Law. (iib) The Company shall ensure that the Company Information Circular (Ai) complies in all material respects with the Company Governing Documents Documents, of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (Bii) does not contain any Misrepresentation, except with respect to Buyer the SPAC Information included in the Company Information Circular, which the SPAC will ensure does not contain a Misrepresentation, (Ciii) provides the Company Securityholders Common Shareholders with sufficient information (explained in sufficient detail) to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting, Special Meeting and (Div) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V)Law. (iiic) Without limiting the generality of Section 2.1(c)(ii), the The Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the board of directors of the Company Board has received unanimously (i) determined that the Fairness Opinion, Amalgamation is in the best interests of the Company and fair to the Company Shareholders and (Dii) a statement recommended that each Supporting the Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and Common Shareholders vote in favor of the Company Arrangement Amalgamation Resolution. (ivd) Buyer The SPAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) the SPAC required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SPAC Information”), and ensuring that the Buyer SPAC Information does not contain any Misrepresentation. The Company shall give Buyer the SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx the SPAC and its counsel, and agrees that all information relating to Buyer the SPAC included in the Company Information Circular must be in a form and content reasonably satisfactory to Buyer. The Company shall provide Buyer with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesSPAC. (ve) Each Party shall promptly notify the other Party Parties if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vif) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with If the Company Information Circular requires the inclusion of, or the TransactionsCompany otherwise desires to include, any tax disclosure regarding the anticipated consequences of the transactions contemplated hereby to any Company shareholders, each Party shall use commercially reasonable efforts to deliver a “Tax Representation Letter,” containing customary representations of the applicable Party as shall be reasonably necessary or appropriate to enable outside legal counsel to prepare such disclosure, subject to customary assumptions and limitations, regarding the transactions contemplated by this Agreement.

The Company Information Circular. (i) The Subject to Purchaser’s compliance with Section 3.1(c)(iv), the Company shall, in accordance with applicable Legal Requirements, shall promptly prepare and complete, in good faith consultation with BuyerPurchaser, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered to each Company Securityholder Shareholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i)Law. (ii) The Company shall ensure that the Company Information Circular (A) complies in all material respects with the Governing Organizational Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (B) does not contain any MisrepresentationMisstatement, except with respect to Buyer Purchaser Information included in the Company Information Circular, Circular and (C) in the reasonable judgment of the Company provides the Company Securityholders Shareholders with sufficient information (information, which is explained in sufficient detail) , to permit them to form a reasoned judgement judgment concerning the matters to be placed before the Company Shareholders Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V). (iii) Without limiting the generality of Section 2.1(c)(ii3.1(c)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the Company Board has received unanimously determined that the Fairness OpinionArrangement is in the best interests of the Company and fair from a financial point of view to the Company Shareholders, and recommends that the Company Shareholders vote in favor of the Company Arrangement Resolution and (DB) a statement that each Supporting Company Shareholder has entered into a Company Transaction Support Voting Agreement pursuant to which such Supporting Company Shareholder has agreed to support and vote in favor of the Company Arrangement Resolution. (iv) Buyer Purchaser shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing furnishing, on a timely basis, to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) required to be included under applicable Legal Requirements in the Company Information Circular (the “Buyer Purchaser Information”), and ensuring that the Buyer Purchaser Information does not contain any MisrepresentationMisstatement. The Company shall give Buyer Purchaser and its legal counsel Representatives a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx Purchaser and its counselRepresentatives, and agrees that all information relating to Buyer the Purchaser included in the Company Information Circular must be in a form and content reasonably satisfactory to BuyerPurchaser. The Company shall provide Buyer Purchaser and its Representatives with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesShareholders. (v) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a MisrepresentationMisstatement, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (i) The Company shall, in accordance with applicable Legal Requirements, shall promptly prepare and complete, in good faith consultation with BuyerSPAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholders Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered to each Company Securityholder Shareholder and other person as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i)Law. (ii) The Company shall ensure that the Company Information Circular (A) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V)Law, (B) does not contain any Misrepresentation, except with respect to Buyer SPAC Information included in the Company Information Circular, Circular and (C) provides the Company Securityholders Shareholders with sufficient information (information, which is explained in sufficient detail) , to permit them to form a reasoned judgement judgment concerning the matters to be placed before the Company Shareholders Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V). (iii) Without limiting the generality of Section 2.1(c)(ii4.1(c)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) the Company Board Recommendation, (B) a copy of the Fairness Opinion, (C) a statement that the Company Board has received unanimously determined that the Fairness OpinionArrangement is in the best interests of the Company and fair to the Company Shareholders, and recommends that the Company Shareholders vote in favor of the Company Arrangement Resolution and (DB) a statement that each Supporting Company Shareholder has entered into a Company Transaction Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and vote in favor of the Company Arrangement Resolution. (iv) Buyer SPAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) the SPAC Parties required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SPAC Information”), and ensuring that the Buyer SPAC Information does not contain any Misrepresentation. The Company shall give Buyer SPAC and its legal counsel Representatives a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx SPAC and its counselRepresentatives, and agrees that all information relating to Buyer the SPAC Parties included in the Company Information Circular must be in a form and content reasonably satisfactory to BuyerSPAC. The Company shall provide Buyer SPAC and its Representatives with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders and holders of Other Arranged SecuritiesShareholders. (v) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.

The Company Information Circular. (i) The Company shall, in accordance with applicable Legal Requirementsas soon as reasonably practicable, promptly prepare and complete, in good good-faith consultation with BuyerSPAC, the Company Information Circular together with any other documents required by applicable Legal Requirements (including the rules and policies of the TSX-V) Law in connection with the Company Shareholder Meeting and the Arrangement, and the Company shall, as promptly as practicable after obtaining the Interim Order, shall cause the Company Information Circular, a Letter of Transmittal Circular and such other documents to be filed and to be delivered to each Company Securityholder Shareholder, holder of Company Warrants, Company Optionholders and other person Persons as required by the Interim Order and applicable Legal Requirements (including the rules and policies of the TSX-V), in each case so as to permit the Company Meeting to be held by the time specified in Section 2.1(b)(i)Law. (ii) The Company shall ensure that the Company Information Circular (A) complies in all material respects with the Governing Documents of the Company, the Interim Order and applicable Legal Requirements (including Law, except with respect to SPAC Information included in the rules and policies Company Information Circular to the extent furnished or approved by or on behalf of SPAC for inclusion in the TSX-V)Company Information Circular, which SPAC will ensure complies with applicable Law in all material respects, (B) does not contain any Misrepresentation, except with respect to Buyer SPAC Information included in the Company Information Circular to the extent furnished or approved by or on behalf of SPAC for inclusion in the Company Information Circular, which SPAC will ensure does not contain any Misrepresentation, and (C) provides the Company Securityholders Shareholders with sufficient information (information, which is explained in sufficient detail) , to permit them to form a reasoned judgement judgment concerning the matters to be placed before the Company Shareholder Meeting, and (D) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Legal Requirements (including the rules and policies of the TSX-V). (iii) Without limiting the generality of Section 2.1(c)(ii3.1(d)(ii), the Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes (A) a statement that the Company Board Recommendationhas after consulting with outside legal counsel in evaluating the Arrangement unanimously determined that the Arrangement is in the best interests of the Company and that the Consideration is fair, from a financial point of view, to the Company Shareholders, and unanimously recommends that the Company Shareholders vote in favor of the Company Arrangement Resolution, (B) a copy of the Fairness OpinionInterim Order, (C) a statement that the Company Board has received the Fairness Opinion, and (D) a statement that each Supporting Company Shareholder has entered into a Company Transaction the Shareholder Support Agreement pursuant to which such Supporting Company Shareholder has agreed to support and vote in favor of the Company Arrangement Resolution, and (D) a statement that each director and executive officer of the Company has agreed to vote all of such individual’s Company Common Shares in favor of the Company Arrangement Resolution. (iv) Buyer SPAC shall reasonably assist the Company in the preparation of the Company Information Circular, including obtaining and furnishing to the Company any information with respect to Buyer (including pro forma financial statements of Buyer) SPAC and the Acquisition Entities required to be included under applicable Legal Requirements Laws in the Company Information Circular (the “Buyer SPAC Information”), and ensuring that the Buyer SPAC Information does not contain any Misrepresentation. The Company shall give Buyer SPAC and its legal counsel Representatives a reasonable and timely opportunity to review and comment on drafts of the Company Information Circular and other related documents, and shall accept the reasonable comments made by Bxxxx SPAC and its counselRepresentatives, and agrees that all information relating to Buyer SPAC and the Acquisition Entities included in the Company Information Circular must be in a form and content reasonably satisfactory to BuyerSPAC. The Company shall provide Buyer SPAC and its Representatives with a final copy of the Company Information Circular prior to its delivery to the Company Shareholders Shareholders, holders of the Company Warrants and holders of Other Arranged Securitiesthe Company Stock Options. (v) Each Party shall promptly notify the other Party if it becomes aware that the Company Information Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall reasonably cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders and holders of Other Arranged Securities as required by the Court or applicable Legal Requirements (including the rules and regulations of the TSX-V)Law. (vi) The Company shall promptly inform Bxxxx of any requests or comments made by Governmental Body or the TSX-V in connection with the Company Information Circular or the Transactions.