Common use of Underwriters’ Fees and Expenses Clause in Contracts

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Offered Securities shall be completed, all costs and expenses of or incidental to the sale and delivery of the Offered Securities and of or incidental to all matters in connection with the Offering shall be borne by the Company, and the Company shall reimburse the Underwriters for any and all expenses related to reasonably incurred by the OfferingUnderwriters, including all fees including, without limitation and disbursements of its own legal counselfor greater certainty, the “out-of-pocket costs, printing costs and filing fees. The Corporation will pay the pocket” expenses (the “Underwriters’ Expenses”) reasonably incurred by of the Underwriters in connection with the transactions contemplated herein including, without limitation, and the fees and disbursements of Underwriters’ legal counsel for the Underwriters (up to a maximum of $75,000 in legal fees plus 225,000, excluding applicable taxes and disbursements). 7.3 All fees, expenses and other payments under this Agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment. Regardless If the Company is required by law to deduct or withhold any amounts with respect to any such tax or assessment or if any such tax or assessment is required to be paid by the Underwriters or any of whether the transactions contemplated herein are completed their affiliates as a result or notarising out of this Agreement, the Corporation will Company shall pay the Underwriters’ ExpensesUnderwriters such additional amounts as shall be required so that the net amount received by the Underwriters from the Company after such deduction, withholding or payment shall equal the amounts otherwise payable to the Underwriters under this Agreement. The Underwriters shallIf any Goods and Services Tax, at the request of the CorporationHarmonized Sales Tax, provide such invoices and/or provincial sales taxes or other documentation in support of similar tax is payable with respect to the expenses incurred. 6.3 The Corporation shall be entitled fees paid or payable to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee and, except to the extent that an Underwriter notifies the Corporation in writing to the contraryunder this engagement, the Underwriters agree that Dundee have will add the authority amount of such tax to bind its invoice and the Company shall pay the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriterstax.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this AgreementAgreement and under the Engagement Letters, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. 7.2 The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of all legal counsel and technical consultants for the Underwriters and all costs and expenses of, incidental to or in connection with: (to a maximum a) the creation, issuance, sale and distribution of $75,000 the Offered Securities; (b) the qualification of the Offered Securities for distribution in the Qualifying Jurisdictions and in the U.S.; (c) all filing fees payable under Applicable Securities Laws and U.S. securities laws; (d) listing fees for the Unit Shares and Warrant Shares on the Exchanges; (e) the fees and disbursements of the Corporation’s auditors and legal counsel; (f) the preparation, translation, printing or other production of the Canadian Prospectus, U.S. Prospectus, Registration Statement, Warrant Registration Statement, Permitted Free Writing Prospectus and any “green sheet”; (g) the preparation of audio-visual material, marketing documents and other marketing devices; (h) the “roadshow” and marketing and information meetings; (i) the preparation and printing of certificates representing the Unit Shares, Warrant Shares and Warrants; and (j) the reasonable fees plus taxes and disbursements)expenses of the Corporation’s transfer agent and registrar, as well as out-of-pocket costs. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, Underwriters’ Expenses will be payable by the Corporation at the request Time of Closing on the CorporationClosing Date (and, provide such invoices if applicable, on the Over-Allotment Closing Date) or other documentation upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in support of the expenses incurredevent the Offering is terminated in accordance with Section 12 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses. 6.3 7.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters as advised by Dundee the Lead Underwriters and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee the Lead Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “"Underwriters’ ' Expenses”") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements)Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ ' Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “"Underwriters’ ' Expenses”") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements)Underwriters. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ ' Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee the Lead Underwriter shall not have the authority to bind the Underwriters with respect to obligations arising from Articles sections 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of hereof and the Underwriters. Dundee Lead Underwriter shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 5.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters Fee. 6.2 5.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, travel costs, costs associated with any “roadshow” undertaken and the fees and disbursements of the legal counsel for the Underwriters (to a maximum of $75,000 in legal fees 75,000) plus taxes and disbursements)disbursements related to such fees. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 5.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ FeeCommission and issue to the Underwriters the Underwriters’ Warrants, at the time and in the manner specified in this Agreement. 6.2 The right to purchase an Underwriters’ Warrant Share under an Underwriters’ Warrant may be exercised at any time until the close of business on the day which is 24 months from the Closing Date at a price of $1.60 per Underwriters’ Warrant Share. 6.3 The Underwriters’ Warrants will be non-transferable, except as permitted by Applicable Securities Laws and the policies of the Exchange. 6.4 The certificates representing the Underwriters’ Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Underwriters’ Warrant Shares issued upon exercise of the Underwriters’ Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation’s common shares, the payment of stock dividends and the amalgamation of the Corporation. 6.5 The issue of the Underwriters’ Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Underwriters’ Warrants may be exercised. 6.6 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “"Underwriters’ ' Expenses”") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the Canadian legal counsel for the Underwriters (to a maximum of $75,000 30,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ ' Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 6.7 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee Canaccord Genuity and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee Canaccord Genuity have the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee Canaccord Genuity shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee Canaccord Genuity shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriting Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Common Shares shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Common Shares and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company including (i) the Underwriters “out-of-pocket” expenses and (ii) the legal fees and disbursements of the Underwriters’ legal counsel to a maximum of $80,000 (exclusive of disbursements and applicable taxes). However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the “out-of-pocket” expenses of the Underwriters and the fees and disbursements of legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurredlegal counsel. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Co-Lead Underwriters and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that Dundee the Co-Lead Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriting Fee. 6.2 The Corporation will pay Whether or not the purchase and sale of the Units shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Units and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company including (i) the Underwriters “out-of-pocket” expenses and (ii) the legal fees and disbursements of the Underwriters’ legal counsel to a maximum of $40,000 (plus disbursements and applicable taxes). However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the “out-of-pocket” expenses of the Underwriters and the fees and disbursements of legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenseslegal counsel. The All expenses incurred by the Underwriters shall, at or on their behalf shall be payable by the request of the Corporation, provide such invoices or other documentation in support of the expenses incurredCompany immediately upon receiving an invoice therefor. 6.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Co-Lead Underwriters and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that Dundee the Co-Lead Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of all legal counsel for the Underwriters and all costs and expenses of, incidental to or in connection with: (to a maximum a) the creation, issuance, sale and distribution of $75,000 the Offered Units; (b) the qualification of the Offered Units for distribution in the Qualifying Jurisdictions and in the U.S.; (c) all filing fees payable under Applicable Securities Laws and U.S. securities laws; (d) listing fees for the Units Shares, Warrants and Warrant Shares on the Exchanges; (e) the fees and disbursements of the Corporation’s auditors and legal counsel; (f) the preparation, translation, printing or other production of the Canadian Prospectus, U.S. Prospectus, Registration Statement, Warrant Registration Statement, Permitted Free Writing Prospectus and any “green sheet”; (g) the preparation of audio-visual material, marketing documents and other marketing devices; (h) the “roadshow” and marketing and information meetings; (i) the preparation and printing of certificates representing the Unit Shares, Warrant Shares and Warrants; and (j) the fees plus taxes and disbursements). expenses of the Corporation’s transfer agent and registrar, as well as out-of-pocket costs.. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ ExpensesExpenses in an amount not to exceed $1,250,000. The Underwriters shall, Underwriters’ Expenses will be payable by the Corporation at the request Time of Closing on the CorporationClosing Date (and, provide such invoices if applicable, on the Over-Allotment Closing Date) or other documentation upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in support of the event the Offering is terminated in accordance with Section 11 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses incurredin an amount not to exceed $1,250,000. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriting Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Common Shares shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Common Shares and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein shall be borne by the Company including (i) the Underwriters "out-of-pocket" expenses and (ii) the legal fees and disbursements of the Underwriters' legal counsel to a maximum of $60,000 (exclusive of disbursements and applicable taxes). However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitationlimitation and for greater certainty, the "out-of-pocket" expenses of the Underwriters and the fees and disbursements of legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred' legal counsel. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Co-Lead Underwriters and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that Dundee the Co-Lead Underwriters have the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs and expenses related of or incidental to the Offering, including sale and delivery of the Purchased Shares and of or incidental to all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters matters in connection with the transactions contemplated herein including, without limitation, shall be borne by the Company except that the Underwriters shall be responsible for their own “out-of-pocket” expenses and the reasonable fees and disbursements of their legal counsel for counsel. However, in the event the Offering is terminated due to the failure of the Company to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters (to a maximum of $75,000 in legal fees plus taxes for any and disbursements). Regardless of whether all expenses reasonably incurred by the transactions contemplated herein are completed or notUnderwriters, including, without limitation and for greater certainty, the Corporation will pay “out-of-pocket” expenses of the Underwriters and the reasonable fees and disbursements of the Underwriters’ Expenses. The Underwriters shalllegal counsel. 7.3 In the event that GST or HST is payable on the Underwriters’ Fee, at the Company agrees to pay the amount of GST or HST forthwith upon the request of the Corporation, provide such invoices or other documentation in support of the expenses incurredUnderwriter. 6.3 7.4 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriting Fee. For the avoidance of doubt, the Underwriting Fee will not apply to the common shares of the Company issued pursuant to the Kinross Offering. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs, fees and expenses of or incidental to the creation, issue, sale and distribution of the Purchased Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Company including (i) all costs incurred in connection with the preparation of documents related to the Offering, including Offering and the Prospectuses; (ii) all expenses and fees of the Underwriters; and (iii) the legal fees and disbursements of its own the Underwriters’ legal counsel, out-of-pocket up to a maximum of $75,000 exclusive of taxes and disbursements. For the avoidance of doubt, no costs, printing costs and filing fees. The Corporation will pay the fees or expenses (the “Underwriters’ Expenses”) reasonably incurred by shall be paid to the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurredKinross Offering. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 5.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters' Fee. 6.2 5.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. The Corporation will pay the expenses (the “"Underwriters’ ' Expenses”") reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters (to a maximum of $75,000 in legal fees 75,000) plus taxes and disbursements)disbursements related to such fees. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ ' Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred. 6.3 5.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriting Fee and to issue to the Underwriters the Compensation Options. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Offered Securities shall be completed, all costs and expenses related of or incidental to the Offeringsale and delivery of the Offered Securities and of or incidental to all matters in connection with the Offering shall be borne by the Company, including all fees and disbursements of its own legal counselthe Company shall reimburse the Underwriters for the expenses reasonably incurred by the Underwriters, including, without limitation and for greater certainty, the "out-of-pocket costspocket" expenses of the Underwriters, printing costs up to a maximum of $10,000 and filing fees. The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of Underwriters' legal counsel for the Underwriters (up to a maximum of $75,000 in legal fees plus 100,000, excluding taxes and disbursements). Regardless However, in the event the Offering is terminated due to the failure of whether the transactions contemplated herein are completed or notCompany to comply with the terms and conditions of this Agreement, then the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including, without limitation and for greater certainty, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the "out-of-pocket" expenses incurred. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters and the reasonable fees and disbursements of the Underwriters' legal counsel. 7.3 All fees, expenses and other payments under this Agreement shall be paid free and clear of any withholding or deduction of any tax except as required by Dundee andlaw. If the Company is required by law to deduct or withhold any amounts with respect to any tax (other than tax on net income) or if any such tax is required to be paid by the Underwriters or any of their affiliates as a result or arising out of this Agreement, except the Company shall pay the Underwriters such additional amounts as are necessary to ensure that the net amount received by the Underwriters from the Company after such deduction, withholding or payment (including any deduction, withholding or payment required on additional amounts payable under this Section 7.3) shall equal the amounts otherwise payable to the extent that an Underwriter notifies the Corporation in writing Underwriters under this Agreement. If any goods and services tax, harmonized sales tax or provincial sales taxes or other similar tax is payable with respect to the contraryfees paid or payable to the Underwriters under this Agreement, the Underwriters agree that Dundee have will add the authority amount of such tax to bind its invoice and the Underwriters with respect of all matters covered by this Agreement insofar as Company shall pay such matters relate tax directly to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this AgreementAgreement and under the Bid Letter, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. 6.2 The Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees. 7.2 The Corporation will pay the expenses (the “Underwriters’ Expenses”) reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of all legal counsel and technical consultants for the Underwriters and all costs and expenses of, incidental to or in connection with: (to a maximum a) the creation, issuance, sale and distribution of $75,000 the Offered Securities; (b) the qualification of the Offered Securities for distribution in the Qualifying Jurisdictions; (c) all filing fees payable under Applicable Securities Laws; (d) listing fees for the Convertible Debentures, Additional Convertible Debentures and Debenture Shares and the Additional Shares on the Exchanges; (e) the fees and disbursements of the Corporation’s auditors and legal counsel; (f) the preparation, translation, printing or other production of the Prospectus and the U.S. Preliminary Offering Memorandum and U.S. Final Offering Memorandum; (g) the preparation of audio-visual material, marketing documents and other marketing devices; (h) the preparation and printing of certificates, if any, representing the Convertible Debentures, Additional Convertible Debentures and Debenture Shares; and (i) the reasonable fees plus taxes and disbursements)expenses of the Trustee and the Corporation’s transfer agent and registrar, as well as out-of-pocket costs. Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, Underwriters’ Expenses will be payable by the Corporation at the request Time of Closing on the CorporationClosing Date (and, provide such invoices if applicable, on the Over- Allotment Closing Date) or other documentation upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in support of the expenses incurredevent the Offering is terminated in accordance with Section 12 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses. 6.3 7.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters as advised by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation and the Lead Underwriter in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 7.1 In consideration of the services to be rendered by the Underwriters to the Corporation Company under this Agreement, the Corporation Company agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriting Fee. For the avoidance of doubt, the Underwriting Fee will not apply to the common shares of the Company issued pursuant to the Kinross Offering. 6.2 The Corporation will pay 7.2 Whether or not the purchase and sale of the Purchased Shares shall be completed, all costs, fees and expenses of or incidental to the creation, issue, sale and distribution of the Purchased Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Company including (i) all costs incurred in connection with the preparation of documents related to the Offering, including Offering and the Prospectuses; (ii) all expenses and fees of the Underwriters; and (iii) the legal fees and disbursements of its own the Underwriters' legal counsel, out-of-pocket up to a maximum of $75,000 exclusive of taxes and disbursements. For the avoidance of doubt, no costs, printing costs and filing fees. The Corporation will pay the fees or expenses (the “Underwriters’ Expenses”) reasonably incurred by shall be paid to the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of legal counsel for the Underwriters (to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurredKinross Offering. 6.3 7.3 The Corporation Company shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation Company in writing to the contrary, the Underwriters agree that Dundee have the Lead Underwriter has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters with respect to obligations arising from Articles 7, 10 and 11 hereof, or any waiver pursuant to section 11.5, which waiver must be signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

Underwriters’ Fees and Expenses. 6.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay to the Underwriters the Underwriters’ Fee, at the time and in the manner specified in this Agreement, the Underwriters’ Fee. 6.2 The Corporation Underwriters will pay all expenses related to be responsible for the Offering, including all fees and disbursements of its own the Underwriters’ legal counsel, counsel and all out-of-pocket costs, printing costs and filing fees. The Corporation will pay expenses of the expenses Underwriters (the “Underwriters’ Expenses”) reasonably incurred ). All other expenses of or incidental to the creation, issue, delivery and marketing of the Offering shall be borne by the Underwriters in connection with the transactions contemplated herein Corporation, including, without limitation, printing costs, filing fees, cost of the Corporation’s legal and accounting advisors, cost of the certificates and fees of the transfer agent and disbursements registrar. In the event that the Offering is terminated, other than by reason of legal counsel for default of the Underwriters, the Corporation shall reimburse the Underwriters (for any and all expenses reasonably incurred by the Underwriters, including those of the Underwriters’ legal counsel, up to a maximum of $75,000 in legal fees plus taxes and disbursements). Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters shall, at the request of the Corporation, provide such invoices or other documentation in support of the expenses incurred100,000. 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by Dundee Scotia and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that Dundee have Scotia has the authority to bind the Underwriters with respect of to all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that Dundee shall not have the authority to bind the Underwriters other than with respect to obligations arising from Articles 7any consent to a settlement pursuant to section 10, 10 and 11 hereofwhich consent shall be given by the Indemnified Party, a notice of termination pursuant to section 11, which notice may be given by any of the Underwriters exercising such right, or any waiver pursuant to of any condition set forth in section 11.58 hereof, which waiver must shall be binding upon an Underwriter only if such waiver is in writing and signed by all of the Underwriters. Dundee shall consult with the Underwriters regarding any circumstance or matter which is of Underwriter exercising such a nature that it would reasonably require consideration by the Underwriterswaiver.