Common use of Background and Interpretation Clause in Contracts

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28, 2023, relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 3 contracts

Sources: Underwriting Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces and territories of British Columbia, Saskatchewan and Ontario Canada (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf PREP prospectus dated April 28November 5, 2023, 2010 relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) Shares pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf PREP prospectus relating to the distribution of the Shelf SecuritiesShares, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to the Canadian Securities Administrators’ National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the 103 - Post-Receipt Pricing (Shelf ProceduresNI 44-103). The Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498170430) for the registration of the offering of the Shares under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Preliminary Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectusprospectus relating to the distribution of the Shares used in the United States, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 2 contracts

Sources: Underwriting Agreement (IMRIS Inc.), Underwriting Agreement (IMRIS Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan Alberta, Manitoba, Ontario and Ontario Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28October 16, 2023, 2013 relating to the distribution of up to CAD$200,000,000 US$150,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Autorité des marchés financiers (Québec) (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498191907) for the registration of the offering of the Shelf Securities under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the final short form base shelf prospectus dated October 25, 2013 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus Prospectus”), pursuant to the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in NI 44-102 with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectusThe Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the filing of the registration statement on Form F-10 (the “Form F-X”). (3) In addition, the Company (a) has prepared and filed with the SEC (i) a notice of clearance relating to the Canadian Final Base Prospectus issued by the Autorité des marchés financiers, the securities regulator in Quebec, Canada, for the U.S. Registration Statement on Form F-10 (the prospectus in the U.S. Registration Statement on Form F-10, including the documents incorporated by reference therein and any supplements or amendments thereto when it became effective pursuant to Rule 467(b) under the U.S. Securities Act on October 28, 2013 (the “Effective Date”), is referred to herein as the “U.S. Base Prospectus”), (ii) the preliminary prospectus supplement dated November 26, 2013 specifically relating to the Offered Units, pursuant to General Instruction II.L of Form F-10, including the documents incorporated by reference therein (together with the U.S. Base Prospectus is hereinafter referred to as the “U.S. Preliminary Prospectus” and (b) will prepare and file, as promptly as possible and in any event (i) not later than 11:00 p.m. (Montréal time) on November 27, 2013, with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a prospectus supplement setting forth the Shelf Information (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Prospectus Supplement”, and together with the Canadian Final Base Prospectus, the “Canadian Prospectus”), and (ii) within one business day of such filing with the Canadian Commissions, with the SEC pursuant to General Instruction II.L, of Form F-10, the Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Prospectus Supplement”, and together with the U.S. Base Prospectus, the “U.S. Prospectus”). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Prospectus for which a final receipt has been obtained from the Canadian Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the “Shelf Information.” (4) The registration statement on Form F-10, including any amendment thereof on or prior to the Effective Date and including the exhibits thereto, the documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the Effective Date for purposes of Section 10 under the Securities Act and including the Shelf Information, is herein called the “U.S.Registration Statement.” (5) The Canadian Preliminary Base Prospectus and the U.S. Preliminary Prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto that omit the Shelf Information are herein collectively sometimes referred to as the “Preliminary Prospectuses.” The U.S. Prospectus and the Canadian Prospectus are hereinafter collectively sometimes referred to as the “Prospectuses.” The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively sometimes referred to as the “Prospectus Supplements.” (6) Any amendment or supplement to the U.S. Prospectus or the Canadian Prospectus (including any document incorporated by reference therein), that may be filed by or on behalf of the Company with the Canadian Commissions in the Qualifying Jurisdictions or with the SEC after the Canadian Prospectus Supplement and the U.S. Prospectus Supplement have been filed and prior to the expiry of the period of distribution of the Offered Units, is referred to herein collectively as the “Supplementary Material.” (7) As used herein, the “Applicable Time” is 9:00 a.m. (New York time) on November 27, 2013. As used herein, a “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and a “Time of Sale Prospectus” means the U.S. Preliminary Prospectus together with the information and the free writing prospectuses, if any, and each “road show” (as defined in Rule 433 under the Securities Act), if any, related to the offering of the Offered Units contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act) (each such road show, a “Road Show”) identified in Schedule A hereto.

Appears in 2 contracts

Sources: Underwriting Agreement (Acasti Pharma Inc.), Underwriting Agreement

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28January 15, 2023, 2019 relating to the distribution of up to CAD$200,000,000 $50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or unitsreceipts, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the "Shelf Securities") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the "Principal Regulator") and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the "MJDS"), a registration statement on Form F-10 (Registration No. 333-271498229262) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 2 contracts

Sources: Underwriting Agreement (Northern Dynasty Minerals LTD), Underwriting Agreement (Northern Dynasty Minerals LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28October 1, 2023, 2014 relating to the distribution of up to CAD$200,000,000 C$80,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or unitsreceipts, and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498199119) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 2 contracts

Sources: Underwriting Agreement (Great Panther Silver LTD), Underwriting Agreement (Great Panther Silver LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28January 15, 2023, 2019 relating to the distribution of up to CAD$200,000,000 $50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or unitsreceipts, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498229262) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.U.S. Preliminary Prospectus”. The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the registration statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2(9)) and the rules and regulations promulgated thereunder, and any applicable state securities laws.

Appears in 1 contract

Sources: Underwriting Agreement (Northern Dynasty Minerals LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Ontario Newfoundland and Labrador (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus prospectus, dated March 31, 2014 (the “Canadian Preliminary Base Prospectus”), and a final short form base shelf prospectus, dated April 288, 2023, relating to the distribution 2014 in respect of up to CAD$200,000,000 US$100,000,000 aggregate principal amount of Common Sharescommon shares, preferred shares, warrantsdebt securities, subscription receipts convertible into Common Shares, preferred sharesreceipts, warrants, and/or units, share purchase contracts and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) ), pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”). The Company selected the Ontario Securities Commission (the “Reviewing Authority”) as its principal regulator in respect of the offering of the Shelf Securities, and in accordance with the Reviewing Authority has issued a decision document (a “Decision Document”) under Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (on behalf of itself and the other Canadian Commissions for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term NP 11-202”, and together with MI 11-102, Canadian Base Prospectus” means the “Passport System”). Such preliminary final short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to Canadian Securities Laws, at the time the Reviewing Authority issued a Decision Document with respect thereto in accordance with Canadian Securities Laws, including National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Distributions (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments theretotogether, the “Canadian Final Base ProspectusShelf Procedures”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) . The Company has also prepared and filed with the United States Securities and Exchange Commission (Canadian Commissions in accordance with the “SEC”) pursuant Canadian Shelf Procedures a preliminary prospectus supplement, dated May 13, 2014, relating to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”)Offered Shares, a registration statement on Form F-10 (Registration No. 333-271498) under the United States Securities Act of 1933, as amended which excluded certain pricing information (together with the rules Canadian Base Prospectus, and regulations promulgated thereunderincluding any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the “Securities ActCanadian Preliminary Prospectus”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S..

Appears in 1 contract

Sources: Underwriting Agreement (Hydrogenics Corp)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Securities Commissions”) in each of the provinces of British ColumbiaCanada, Saskatchewan and Ontario except Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28October 25, 20232022, relating to the distribution of up to CAD$200,000,000 US$100,000,000.00 in (i) Common Shares; (ii) senior and subordinated debt securities of the Company, including convertible debt securities (collectively, “Debt Securities”); (iii) subscription receipts (“Subscription Receipts”) exchangeable for Common Shares and/or other securities of the Company; (iv) warrants to purchase Common Shares or Debt Securities (“Warrants”); and (v) securities comprised of more than one of Common Shares, preferred sharesDebt Securities, warrantsSubscription Receipts and/or Warrants offered together as a unit (“Units”, subscription receipts convertible into and together with the Common Shares, preferred sharesDebt Securities, warrants, and/or units, Subscription Receipts and units comprised of Common Shares, preferred shares and/or warrants (collectivelyWarrants, the “Shelf Securities”) ), or any combination thereof pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Securities Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) is the principal regulator of the Company under the Passport System procedures provided for under MI 11-102 and NP 11-202 in respect of the Ontario Securities Commission have Shelf Securities. The Principal Regulator issued a receipt on October 26, 2022, evidencing that a receipt has been issued on behalf of itself and the other Canadian Securities Commissions in the Qualifying Jurisdictions for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying JurisdictionsProspectus. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Securities Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498268011) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Vox Royalty Corp.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the "Canadian Securities Commissions") in each of the provinces of British Columbia, Saskatchewan Columbia and Ontario (collectively, the "Qualifying Jurisdictions") a preliminary short form base shelf prospectus dated April 28May 20, 20232025, relating to the distribution of up to CAD$200,000,000 US$20,000,000.00 in (i) Common Shares; (ii) preferred shares of the Company ("Preferred Shares") (iii) debt securities of the Company ( "Debt Securities"); (iv) warrants of the Company ("Shelf Warrants"); (v) subscription receipts ("Subscription Receipts") of the Company; (vi) share purchase contracts of the Company ("Share Purchase Contracts"); and (v) units of the Company comprised of one or more of any of the foregoing securities or any combination of such securities ("Units", and together with the Common Shares, preferred shares, warrants, subscription receipts convertible into Common Preferred Shares, preferred sharesDebt Securities, warrantsShelf Warrants, and/or units, Share Purchase Contracts and units comprised of Common Shares, preferred shares and/or warrants (collectivelySubscription Receipts, the "Shelf Securities”) "), or any combination thereof pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Securities Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the "Canadian Securities Laws") and in accordance with Multilateral Instrument 11-102 - Passport System ("MI 11-102") and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions ("NP 11-202", and together with MI 11-102, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have (the "Principal Regulator") is the principal regulator of the Company under the Passport System procedures provided for under MI 11-102 and NP 11-202 in respect of the Shelf Securities. The Principal Regulator issued a receipt on May 21, 2025, evidencing that a receipt has been issued on behalf of itself and the other Canadian Securities Commissions in the Qualifying Jurisdictions for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying JurisdictionsProspectus. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Securities Commissions and the SEC (the "MJDS"), a registration statement on Form F-10 (Registration No. 333-271498287475) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Aduro Clean Technologies Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 2829, 2023, 2020 relating to the distribution of up to CAD$200,000,000 C$500,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred sharesdebt securities, warrants, and/or units, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the "Shelf Securities") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the "Principal Regulator") and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the "MJDS"), a registration statement on Form F-10 (Registration No. 333-271498237948) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Taseko Mines LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28May 29, 2023, 2019 relating to the distribution of up to CAD$200,000,000 $120,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred sharesdebt securities, warrants, and/or units, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the "Shelf Securities") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the "Principal Regulator") and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the "MJDS"), a registration statement on Form F-10 (Registration No. 333-271498231830) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 1 contract

Sources: Underwriting Agreement (GREAT PANTHER MINING LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28June 3, 2023, 2020 relating to the distribution of up to CAD$200,000,000 $50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or units, debt securities and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the "Shelf Securities") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the "Principal Regulator") and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the "MJDS"), a registration statement on Form F-10 (Registration No. 333-271498238933) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Northern Dynasty Minerals LTD)

Background and Interpretation. (1) A. The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28October 10, 20232025, relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-11- 202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) B. The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30October 24, 2023 2025 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) C. The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498290823) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28October 10, 20232025, amended on June 30February 25, 20232026, and immediately effective (pursuant to Rule 467(b) under the Securities Act) on July 5February 25, 20232026, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Placement Agency Agreement (Draganfly Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28August 6, 2023, 2020 relating to the distribution of up to CAD$200,000,000 C$50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or units, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, Distributions (the “Shelf Procedures”). The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498241689) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, SEC (including the documents incorporated by reference therein and any supplements or amendments thereto). The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the registration statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2(8)), including, in each case, the rules and regulations promulgated thereunder, and any applicable state securities laws. In addition, the Company (a) has prepared and filed (i) with the Canadian Commissions in the Qualifying Jurisdictions, a final short form base shelf prospectus dated November 2, 2020 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions, (ii) with the SEC an amendment to the registration statement on Form F-10, including the Canadian Final Base Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including the documents incorporated by reference therein and any amendments thereto, the “U.S. Final Base Prospectus”), which registration statement on Form F-10, as amended, became effective on November 3, 2020 (the “Effective Date”) pursuant to Rule 467(b) under the Securities Act, (iii) with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a preliminary prospectus supplement dated November 18, 2020, relating to the Offered Shares, which excluded certain information (“Canadian Preliminary Prospectus Supplement”, together with the Canadian Final Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be incorporated by reference therein pursuant to Canadian Securities Laws, the “Canadian Preliminary Prospectus”), (iv) with the SEC pursuant to General Instruction II.L of Form F-10, the Canadian Preliminary Prospectus Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated therein by reference, the “U.S. Preliminary Prospectus Supplement, together with the U.S. Final Base Prospectus, the “U.S. Preliminary Prospectus”), and (b) will prepare and file, as promptly as possible and in any event (i) not later than 8:00 p.m. (Vancouver time) on November 19, 2020, with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a prospectus supplement setting forth the Shelf Information (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Prospectus Supplement”, and together with the Canadian Final Base Prospectus, the “Canadian Prospectus”), and (ii) within one business day of such filing with the Canadian Commissions, with the SEC pursuant to General Instruction II.L, of Form F-10, the Canadian Prospectus Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated by reference, the “U.S. Prospectus Supplement”, and together with the U.S. Final Base Prospectus, the “U.S. Prospectus”). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Prospectus for which a final receipt has been obtained from the Canadian Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the “Shelf Information.” The Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus and any other prospectus supplement to the Canadian Final Base Prospectus and U.S. Final Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectuses (as defined below), together with the Canadian Final Base Prospectus and U.S. Final Base Prospectus, are collectively called the “U.S.Preliminary Prospectuses.”

Appears in 1 contract

Sources: Underwriting Agreement (Western Copper & Gold Corp)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28October 31, 2023, 2016 relating to the distribution of up to CAD$200,000,000 US$50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or units, debt securities and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498214396) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Avino Silver & Gold Mines LTD)

Background and Interpretation. (1) 2.1 The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28December 4, 2023, 2024 relating to the distribution Distribution of securities of the Company with a value of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants $750 million (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution Distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” ”. The Company has prepared and filed the Canadian Preliminary Base Prospectus Prospectus, pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) 2.2 The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement Registration Statement on Form F-10 (Registration No. 333-271498283616) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.U.S. Preliminary Prospectus”. The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the Registration Statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2.9) and the rules and regulations promulgated thereunder.

Appears in 1 contract

Sources: Underwriting Agreement (Seabridge Gold Inc)

Background and Interpretation. (1) 2.1 The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28June 16, 2023, 2023 relating to the distribution Distribution of securities of the Company (the "Shelf Securities") with a value of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) $125 million pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution Distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus.” ". The Company has prepared and filed the Canadian Preliminary Base Prospectus Prospectus, pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have (the "Principal Regulator") has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) 2.2 The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the "MJDS"), a registration statement Registration Statement on Form F-10 (Registration No. 333-271498259994) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus (as defined below) with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, which became effective on August 17, 2023 pursuant to Rule 467(a), including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S."U.S. Base Prospectus". The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of filing of the Registration Statement on Form F-10 (the "Form F-X"). For purposes of this Agreement, "U.S. Securities Laws" means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2.9) and the rules and regulations promulgated thereunder, and any applicable state securities laws. 2.3 In addition, the Company (a) has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions, a final short form base shelf prospectus dated August 17, 2023 relating to the Distribution of the Shelf Securities with a value of up to $160 million (including any documents incorporated therein by reference and any supplements or amendments thereto, the "Canadian Final Base Prospectus"), pursuant to the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in NI 44-102, and (b) will prepare and file, as promptly as possible and in any event (i) not later than 5:30 p.m. (Toronto time) on November 10, 2023, with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a Prospectus Supplement setting forth the Shelf Information (including any documents incorporated therein by reference and any supplements or amendments thereto, the "Canadian Prospectus Supplement", and together with the Canadian Final Base Prospectus, the "Canadian Prospectus"), and (ii) within one Business Day of such filing with the Canadian Commissions, with the SEC pursuant to General Instruction II.L, of Form F-10, the Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated by reference, the "U.S. Prospectus Supplement", and together with the U.S. Base Prospectus, the "U.S. Prospectus")). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Prospectus for which a final receipt has been obtained from the Canadian Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the "Shelf Information." 2.4 The Registration Statement on Form F-10, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto, at such time, and the documents incorporated by reference therein pursuant to Item 4 of Form F-10, at such time, and including the Shelf Information, is herein called the "Registration Statement." 2.5 The U.S. Prospectus and the Canadian Prospectus are hereinafter collectively sometimes referred to as the "Prospectuses." The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively sometimes referred to as the "Prospectus Supplements." 2.6 Any amendment or supplement to the U.S. Prospectus or the Canadian Prospectus (including any document incorporated by reference therein), that may be filed by or on behalf of the Company with the Canadian Commissions in the Qualifying Jurisdictions or with the SEC after the Canadian Prospectus Supplement and the U.S. Prospectus Supplement have been filed and prior to the expiry of the period of Distribution of the Offered Securities, is referred to herein collectively as the "Supplementary Material". 2.7 As used herein, the "Applicable Time" is 8:00 a.m. (Toronto time) on the date of this Agreement. 2.8 As used herein, the terms "Registration Statement" and "Prospectuses" shall include the documents incorporated and deemed to be incorporated by reference therein (the "Incorporated Documents"), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. 2.9 All references in this Agreement to the Registration Statement or the U.S. Prospectus shall include any copy thereof filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this agreement to financial statements and schedules and other information which are "contained," "included" or "stated" in the Registration Statement or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the U.S. Prospectus, as the case may be, shall be deemed to mean and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act") or otherwise that is or is deemed to be incorporated by reference in the Registration Statement or the U.S. Prospectus, as the case may be.

Appears in 1 contract

Sources: Underwriting Agreement (Cybin Inc.)

Background and Interpretation. (1) 1.1 The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28June 11, 2023, 2021 relating to the distribution Distribution of securities of the Company with a value of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants $100 million (collectively, the "Shelf Securities") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution Distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus.” ". The Company has prepared and filed the Canadian Preliminary Base Prospectus Prospectus, pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have (the "Principal Regulator") has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) 1.2 The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the "MJDS"), a registration statement Registration Statement on Form F-10 (Registration No. 333-271498259994) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus (as defined below) with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, which became effective on October 8, 2021 pursuant to Rule 467(b), including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S."U.S. Base Prospectus". The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of filing of the Registration Statement on Form F-10 (the "Form F-X"). For purposes of this Agreement, "U.S. Securities Laws" means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2.9) and the rules and regulations promulgated thereunder, and any applicable state securities laws. 1.3 In addition, the Company (a) has prepared and filed (i) with the Canadian Commissions in the Qualifying Jurisdictions, a final short form base shelf prospectus dated July 5, 2021 relating to the Distribution of the Shelf Securities with a value of up to $125 million (including any documents incorporated therein by reference and any supplements or amendments thereto, the "Canadian Final Base Prospectus"), pursuant to the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in NI 44-102, and (ii) with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a preliminary Prospectus Supplement dated August 1, 2023, relating to the Offering of the Offered Securities, which excluded certain information ("Canadian Preliminary Prospectus Supplement", together with the Canadian Final Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be incorporated by reference therein pursuant to Canadian Securities Laws, the "Canadian Preliminary Prospectus"), and (iii) with the SEC pursuant to General Instruction II.L of Form F-10, the Canadian Preliminary Prospectus Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated therein by reference, the "U.S. Preliminary Prospectus Supplement", together with the U.S. Base Prospectus, the "U.S. Preliminary Prospectus"), and (b) will prepare and file, as promptly as possible and in any event (i) not later than 5:30 p.m. (Toronto time) on August 1, 2023, with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a Prospectus Supplement setting forth the Shelf Information (including any documents incorporated therein by reference and any supplements or amendments thereto, the "Canadian Prospectus Supplement", and together with the Canadian Final Base Prospectus, the "Canadian Prospectus"), and (ii) within one Business Day of such filing with the Canadian Commissions, with the SEC pursuant to General Instruction II.L, of Form F-10, the Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated by reference, the "U.S. Prospectus Supplement", and together with the U.S. Base Prospectus, the "U.S. Prospectus"). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Prospectus for which a final receipt has been obtained from the Canadian Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the "Shelf Information." The Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus and any other Prospectus Supplement to the Canadian Final Base Prospectus and U.S. Base Prospectus in preliminary form that describes the Offered Securities and the Offering thereof and is used prior to the filing of the Prospectuses (as defined below), together with the Canadian Final Base Prospectus and U.S. Base Prospectus, are collectively called the "Preliminary Prospectuses". 1.4 The Registration Statement on Form F-10, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto, at such time, and the documents incorporated by reference therein pursuant to Item 4 of Form F-10, at such time, and including the Shelf Information, is herein called the "Registration Statement." 1.5 The U.S. Prospectus and the Canadian Prospectus are hereinafter collectively sometimes referred to as the "Prospectuses." The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively sometimes referred to as the "Prospectus Supplements." 1.6 Any amendment or supplement to the U.S. Prospectus or the Canadian Prospectus (including any document incorporated by reference therein), that may be filed by or on behalf of the Company with the Canadian Commissions in the Qualifying Jurisdictions or with the SEC after the Canadian Prospectus Supplement and the U.S. Prospectus Supplement have been filed and prior to the expiry of the period of Distribution of the Offered Securities, is referred to herein collectively as the "Supplementary Material". 1.7 As used herein, the "Applicable Time" is 8:00 a.m. (Toronto time) on the date of this Agreement. As used herein, a "Time of Sale Prospectus" means the U.S. Preliminary Prospectus together with each "road show" (as defined in Rule 433 under the Securities Act), if any, related to the Offering of the Offered Securities contemplated hereby that is a "written communication" (as defined in Rule 405 under the Securities Act) and the information listed in Schedule "D".

Appears in 1 contract

Sources: Underwriting Agreement (Cybin Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Commissions a preliminary short form base shelf prospectus dated April 28(including any Documents Incorporated by Reference, 2023, the “Initial Canadian Preliminary Prospectus”) relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) pursuant to applicable securities laws Distribution of the Qualifying Jurisdictions Offered Shares and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for has obtained a Dual Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”)Receipt therefor. Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498293385) registering the Distribution of the Offered Shares under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Initial Canadian Final Base Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or changes required by Form F-10 and the applicable rules and regulations of the SEC (such registration statement, including the Documents Incorporated by Reference therein and any supplements thereto, the “Initial Registration Statement”). (2) The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the filing the Initial Registration Statement (the “Form F-X”). (3) The Company shall as soon as practicable after the execution of this Agreement and in any event not later than 7:00 p.m. (Vancouver time) on February 12, 2026 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file under and as required by Canadian Securities Laws with each of the Canadian Commissions an amended and restated Initial Canadian Preliminary Prospectus (such short form prospectus, including any Documents Incorporated by Reference, the “Amended and Restated Canadian Preliminary Prospectus”) and all other required documents, and as soon as practicable thereafter shall obtain a Dual Prospectus Receipt therefor no later than 12:00 p.m. (Vancouver time) on February 13, 2026. The Company shall also, immediately after the filing of the Amended and Restated Canadian Preliminary Prospectus and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC a pre-effective amendment to the Initial Registration Statement, including the Amended and Restated Canadian Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (such amended registration statement, including the exhibits and any schedules thereto, any Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “Amendment No. Such 1 to the Registration Statement”). (4) The Company shall prepare and file forthwith after any comments with respect to the Amended and Restated Canadian Preliminary Prospectus have been received from, and have been resolved with, the Canadian Commissions, and on a basis acceptable to the Underwriters, acting reasonably, and on the terms set out below, under and as required by Canadian Securities Laws with each of the Canadian Commissions a (final) short form prospectus (such short form prospectus, including any Documents Incorporated by Reference, the “Canadian Final Prospectus”) and all other required documents, including any Document Incorporated by Reference that has not previously been filed, in order to qualify the Offered Shares for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters and obtain a Dual Prospectus Receipt therefor no later than February 20, 2026. The Company shall also, immediately after the filing of the Canadian Final Prospectus and on a basis acceptable to the Underwriters, acting reasonably, file with the SEC a further amendment to the Initial Registration Statement, as amended by Amendment No. 1 to the Registration Statement (or any U.S. Registration Statement Amendment), including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (such amended registration statement, including the exhibits and any schedules thereto, the Documents Incorporated by Reference and the documents incorporated by reference therein otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “Amendment No. 2 to the Registration Statement”), which Amendment No. 2 to the Registration Statement will become effective automatically under the Securities Act upon the filing thereof pursuant to Rule 467(a) under the Securities Act (the Initial Registration Statement, as amended at the Effective Time (as defined herein), including the exhibits and any supplements or amendments schedules thereto, is herein called any Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “U.S.Registration Statement”). (5) Any amendment or supplement to the Offering Documents and any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the Offering and/or the Distribution of the Offered Shares is referred to herein collectively as the “Supplementary Material”. (6) As used herein, a “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and a “Time of Sale Prospectus” means the U.S. Preliminary Prospectus together with the information set forth in Schedule “E” and the free writing prospectuses, if any, and each “road show” (as defined in Rule 433 under the Securities Act), if any, related to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act) (each such road show, a “Road Show”).

Appears in 1 contract

Sources: Underwriting Agreement (Western Copper & Gold Corp)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28November 30, 2023, 2018 relating to the distribution of up to CAD$200,000,000 US$25,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or unitsdebt securities, and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, Distributions (the “Shelf Procedures”). The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The In addition, the Company (a) has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions Jurisdictions, a final short form base shelf prospectus dated June 30December 21, 2023 2018 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. , and (3b) The Company has also prepared will prepare and filed file, contemporaneously with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by entering into of this Agreement, with the Canadian Commissions and in the SEC (Qualifying Jurisdictions, in accordance with the “MJDS”)Shelf Procedures, a registration statement on Form F-10 prospectus supplement setting forth the Shelf Information (Registration No. 333-271498) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the any documents incorporated therein by reference therein and any supplements or amendments thereto, is herein called the “U.S.Canadian Prospectus Supplement”, and together with the Canadian Final Base Prospectus, the “Canadian Prospectus”). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Prospectus for which a final receipt has been obtained from the Canadian Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the “Shelf Information.” (3) Any amendment or supplement to the Canadian Prospectus (including any document incorporated by reference therein), that may be filed by or on behalf of the Company with the Canadian Commissions in the Qualifying Jurisdictions after the Canadian Prospectus Supplement has been filed and prior to the expiry of the period of distribution of the Offered Shares, is referred to herein collectively as the “Supplementary Material.” (4) As used herein, the terms “Canadian Final Base Prospectus” and “Canadian Prospectus Supplement” shall include the documents incorporated and deemed to be incorporated by reference therein (the “Incorporated Documents”).

Appears in 1 contract

Sources: Underwriting Agreement (Avino Silver & Gold Mines LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf PREP prospectus dated April 28September 24, 2023, 2009 relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) Shares pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf PREP prospectus relating to the distribution of the Shelf SecuritiesShares, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to the Canadian Securities Administrators’ National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the 103 - Post-Receipt Pricing (Shelf ProceduresNI 44-103). The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Dragonwave Inc)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the "Canadian Securities Commissions") in each of the provinces of British Columbia, Saskatchewan Columbia and Ontario (collectively, the "Qualifying Jurisdictions") a preliminary short form base shelf prospectus dated April 28December 8, 20232025, relating to the distribution of up to CAD$200,000,000 US$60,000,000 in (i) Common Shares; (ii) preferred shares of the Company ("Preferred Shares") (iii) debt securities of the Company ( "Debt Securities"); (iv) warrants of the Company ("Shelf Warrants"); (v) subscription receipts ("Subscription Receipts") of the Company; (vi) share purchase contracts of the Company ("Share Purchase Contracts"); and (v) units of the Company comprised of one or more of any of the foregoing securities or any combination of such securities ("Units", and together with the Common Shares, preferred shares, warrants, subscription receipts convertible into Common Preferred Shares, preferred sharesDebt Securities, warrantsShelf Warrants, and/or units, Share Purchase Contracts and units comprised of Common Shares, preferred shares and/or warrants (collectivelySubscription Receipts, the "Shelf Securities”) "), or any combination thereof pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Securities Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the "Canadian Securities Laws") and in accordance with Multilateral Instrument 11-102 - Passport System ("MI 11-102") and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions ("NP 11-202", and together with MI 11-102, the "Passport System"). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have (the "Principal Regulator") is the principal regulator of the Company under the Passport System procedures provided for under MI 11-102 and NP 11-202 in respect of the Shelf Securities. The Principal Regulator issued a receipt on December 8, 2025, evidencing that a receipt has been issued on behalf of itself and the other Canadian Securities Commissions in the Qualifying Jurisdictions for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying JurisdictionsProspectus. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Securities Commissions and the SEC (the "MJDS"), a registration statement on Form F-10 (Registration No. 333-271498292023) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Aduro Clean Technologies Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28January 15, 2023, 2019 relating to the distribution of up to CAD$200,000,000 US$50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or unitsreceipts, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498229262) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Northern Dynasty Minerals LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Ontario Newfoundland and Labrador (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus prospectus, dated March 31, 2014 (the “Canadian Preliminary Base Prospectus”), and a final short form base shelf prospectus, dated April 288, 2023, relating to the distribution 2014 in respect of up to CAD$200,000,000 US$100,000,000 aggregate principal amount of Common Sharescommon shares, preferred shares, warrantsdebt securities, subscription receipts convertible into Common Shares, preferred sharesreceipts, warrants, and/or units, share purchase contracts and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) ), pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”). The Company selected the Ontario Securities Commission (the “Reviewing Authority”) as its principal regulator in respect of the offering of the Shelf Securities, and in accordance with the Reviewing Authority has issued a decision document (a “Decision Document”) under Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (on behalf of itself and the other Canadian Commissions for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term NP 11-202”, and together with MI 11-102, Canadian Base Prospectus” means the “Passport System”). Such preliminary final short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to Canadian Securities Laws, at the time the Reviewing Authority issued a Decision Document with respect thereto in accordance with Canadian Securities Laws, including National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Distributions (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments theretotogether, the “Canadian Final Base ProspectusShelf Procedures”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Hydrogenics Corp)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28May 29, 2023, 2019 relating to the distribution of up to CAD$200,000,000 $120,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred sharesdebt securities, warrants, and/or units, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498231830) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.U.S. Preliminary Prospectus”. The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the registration statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2(9)) and the rules and regulations promulgated thereunder, and any applicable state securities laws.

Appears in 1 contract

Sources: Underwriting Agreement (GREAT PANTHER MINING LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Securities Commissions”) in each of the provinces of British ColumbiaCanada, Saskatchewan and Ontario except Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28February 6, 20232025, relating to the distribution of up to CAD$200,000,000 US$100,000,000 in (i) Common Shares; (ii) senior and subordinated debt securities of the Company, including convertible debt securities (collectively, “Debt Securities”); (iii) subscription receipts (“Subscription Receipts”) exchangeable for Common Shares and/or other securities of the Company; (iv) warrants to purchase Common Shares or Debt Securities (“Warrants”); and (v) securities comprised of more than one of Common Shares, preferred sharesDebt Securities, warrantsSubscription Receipts and/or Warrants offered together as a unit (“Units”, subscription receipts convertible into and together with the Common Shares, preferred sharesDebt Securities, warrants, and/or units, Subscription Receipts and units comprised of Common Shares, preferred shares and/or warrants (collectivelyWarrants, the “Shelf Securities”) ), or any combination thereof pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Securities Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) is the principal regulator of the Company under the Passport System procedures provided for under MI 11-102 and NP 11-202 in respect of the Ontario Securities Commission have Shelf Securities. The Principal Regulator issued a receipt on February 6, 2025, evidencing that a receipt has been issued on behalf of itself and the other Canadian Securities Commissions in the Qualifying Jurisdictions for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying JurisdictionsProspectus. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Securities Commissions and the SEC (the “MJDS”)SEC, a registration statement on Form F-10 (Registration No. 333-271498284746) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Vox Royalty Corp.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan Alberta, Manitoba, Ontario and Ontario Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28September 11, 2023, 2012 relating to the distribution of up to CAD$200,000,000 US$100,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Autorité des marchés financiers (Québec) (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498183895) for the registration of the offering of the Shares under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectusprospectus relating to the distribution of the Shares used in the United States, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Neptune Technologies & Bioressources Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan Alberta, Manitoba, Ontario and Ontario Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April 28September 11, 2023, 2012 relating to the distribution of up to CAD$200,000,000 US$100,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - 101—Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Autorité des marchés financiers (Québec) (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498183895) for the registration of the offering of the Shares under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectusprospectus relating to the distribution of the Shares used in the United States, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Neptune Technologies & Bioressources Inc.)

Background and Interpretation. (1) 2.1 The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28December 2, 2023, 2020 relating to the distribution Distribution of securities of the Company with a value of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants $775 million (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution Distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” ”. The Company has prepared and filed the Canadian Preliminary Base Prospectus Prospectus, pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) 2.2 The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement Registration Statement on Form F-10 (Registration No. 333-271498251081) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.U.S. Preliminary Prospectus”. The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the Registration Statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2.9) and the rules and regulations promulgated thereunder.

Appears in 1 contract

Sources: Underwriting Agreement (Seabridge Gold Inc)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces and territories of British Columbia, Saskatchewan and Ontario Canada other than Quebec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus prospectus, dated April 28September 11, 20232012 (the “Canadian Preliminary Base Prospectus”), relating to the distribution and a final short form base shelf prospectus, dated October 2, 2012 in respect of up to CAD$200,000,000 US$75,000,000 aggregate principal amount of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, warrants and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) ), pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”). The Company selected the Manitoba Securities Commission (the “Reviewing Authority”) as its principal regulator in respect of the offering of the Shelf Securities, and in accordance with the Reviewing Authority has issued a decision document (a “Decision Document”) under Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (on behalf of itself and the other Canadian Commissions for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term NP 11-202”, and together with MI 11-102, Canadian Base Prospectus” means the “Passport System”). Such preliminary final short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to Canadian Securities Laws, at the time the Reviewing Authority issued a Decision Document with respect thereto in accordance with Canadian Securities Laws, including National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Distributions (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments theretotogether, the “Canadian Final Base ProspectusShelf Procedures”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) . The Company has also prepared and filed with the United States Securities and Exchange Commission (Canadian Commissions in accordance with the “SEC”) pursuant Canadian Shelf Procedures a preliminary prospectus supplement, dated March 12, 2013, relating to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”)Shares, a registration statement on Form F-10 (Registration No. 333-271498) under the United States Securities Act of 1933, as amended which excluded certain pricing information (together with the rules Canadian Base Prospectus, and regulations promulgated thereunderincluding any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the “Securities ActCanadian Preliminary Prospectus”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S..

Appears in 1 contract

Sources: Underwriting Agreement (IMRIS Inc.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28August 24, 2023, 2018 relating to the distribution of up to CAD$200,000,000 C$50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or units, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, Distributions (the “Shelf Procedures”). The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498227024) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, SEC (including the documents incorporated by reference therein and any supplements or amendments thereto, the “U.S. Preliminary Prospectus”.) The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the registration statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2(8)) and the rules and regulations promulgated thereunder, and any applicable state securities laws. In addition, the Company (a) has prepared and filed (i) with the Canadian Commissions in the Qualifying Jurisdictions, a final short form base shelf prospectus dated September 21, 2018 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions, (ii) with the SEC an amendment to the registration statement on Form F-10/A, including the Canadian Final Base Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including the documents incorporated by reference therein and any supplements or amendments thereto, the “U.S. Final Base Prospectus”), which such amended registration statement on Form F-10/A became effective on September 25, 2018 (the “Effective Date”) pursuant to Rule 467(b) under the Securities Act, (iii) with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a preliminary prospectus supplement dated June 3, 2019, relating to the Shares, which excluded certain information (“Canadian Preliminary Prospectus Supplement”, together with the Canadian Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be incorporated by reference therein pursuant to Canadian Securities Laws, the “Canadian Preliminary Prospectus”), (iv) with the SEC pursuant to General Instruction II.L of Form F-10, the Canadian Preliminary Prospectus Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated therein by reference, the “U.S. Preliminary Prospectus Supplement, together with the U.S. Final Base Prospectus, the “U.S. Preliminary Prospectus”), and (b) will prepare and file, as promptly as possible and in any event (i) not later than 8:00 p.m. (Vancouver time) on June 4, 2019, with the Canadian Commissions in the Qualifying Jurisdictions, in accordance with the Shelf Procedures, a prospectus supplement setting forth the Shelf Information (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Prospectus Supplement”, and together with the Canadian Final Base Prospectus, the “Canadian Prospectus”), and (ii) within one business day of such filing with the Canadian Commissions, with the SEC pursuant to General Instruction II.L, of Form F-10, the Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (including all documents incorporated by reference, the “U.S. Prospectus Supplement”, and together with the U.S. Final Base Prospectus, the “U.S. Prospectus”). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Prospectus for which a final receipt has been obtained from the Canadian Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the “Shelf Information.” The Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus and any other prospectus supplement to the Canadian Final Base Prospectus and U.S. Final Base Prospectus in preliminary form that describes the Securities and the offering thereof and is used prior to the filing of the Prospectuses (as defined below), together with the Canadian Final Base Prospectus and U.S. Final Base Prospectus, are collectively called the “U.S.Preliminary Prospectuses.”

Appears in 1 contract

Sources: Underwriting Agreement (Alexco Resource Corp)

Background and Interpretation. (1) The Company has prepared filed under and filed with the securities regulatory authorities as required by Canadian Securities Laws (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”as hereinafter defined) a preliminary short form base shelf prospectus dated April 28, 2023, relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) pursuant to applicable securities laws with each of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”Commissions (as hereinafter defined) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf SecuritiesOffered Shares (such short form prospectus, including any documents incorporated the Documents Incorporated by reference therein and any supplements or amendments theretoReference (as hereinafter defined), is herein called the "Initial Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”") and the Ontario Securities Commission have issued has obtained a receipt for the Canadian Preliminary Base Dual Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information Receipt (as hereinafter defined) in accordance with therefor. In addition, the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration File No. 333-271498237875) registering the distribution of the Offered Shares under the United States Securities Act of 1933, as amended (together with the "U.S. Securities Act"), and the rules and regulations promulgated of the SEC thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Initial Canadian Final Base Preliminary Prospectus (with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such ) (such registration statement, including the exhibits and any schedules thereto, the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the "Initial Registration Statement"). (2) The Company shall, not later than 2:00 p.m. (Vancouver time) on April 29, 2020 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file under and as required by Canadian Securities Laws with each of the Canadian Securities Commissions an amended and restated Initial Canadian Preliminary Prospectus (such short form prospectus, including the Documents Incorporated by Reference, the "Amended and Restated Canadian Preliminary Prospectus") and all other required documents and obtain a Dual Prospectus Receipt therefor no later than 12:00 p.m. (Vancouver time) on April 30, 2020. The Company shall also, immediately after the filing of the Amended and Restated Canadian Preliminary Prospectus and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC a pre-effective amendment to the Initial Registration Statement, including the Amended and Restated Canadian Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (such amended registration statement, including the exhibits and any schedules thereto, the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the "Amendment No. 1 to the Registration Statement"). (3) The Company shall prepare and file forthwith after clearance for the Offering has been obtained from the Financial Industry Regulatory Authority, Inc. ("FINRA") and any comments with respect to the Amended and Restated Canadian Preliminary Prospectus have been received from, and have been resolved with, the Commission (as hereinafter defined), and on a basis acceptable to the Underwriters, acting reasonably, and on the terms set out below, under and as required by Canadian Securities Laws with each of the Canadian Securities Commissions a (final) short form prospectus (such short form prospectus, including the Documents Incorporated by Reference, the "Canadian Final Prospectus") and all other required documents, including any document incorporated by reference therein that has not previously been filed, in order to qualify for distribution to the public the Offered Shares in all the provinces of Canada except Quebec (the "Qualifying Jurisdictions") through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters and obtain a Dual Prospectus Receipt therefor no later than May 6, 2020. The Company shall also, immediately after the filing of the Canadian Final Prospectus and on a basis acceptable to the Underwriters, acting reasonably, file with the SEC a pre-effective amendment to the Initial Registration Statement, including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (such amended registration statement, including the exhibits and any supplements or amendments schedules thereto, the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the "Amendment No. 2 to the Registration Statement") and cause the Amendment No. 2 to the Registration Statement to become effective under the U.S. Securities Act unless it becomes effective automatically upon filing (the Initial Registration Statement, as amended at the time it becomes effective, including the exhibits and any schedules thereto, the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the "Registration Statement"). (4) The Company has also prepared and filed with the SEC an appointment of agent for service of process upon the Company on Form F-X (the "Form F-X") in conjunction with the filing of the Initial Registration Statement. (5) As used herein, the "Applicable Time" is herein called 8:00 a.m. (New York City time) on the “U.S.date of this Agreement. As used herein, a "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act, and a "Time of Sale Prospectus" means the U.S. Preliminary Prospectus together with the pricing information and the free writing prospectuses, if any, and each "road show" (as defined in Rule 433 under the Securities Act), if any, related to the offering of the Offered Shares contemplated hereby that is a "written communication" (as defined in Rule 405 under the Securities Act) (each such road show, a "Road Show").

Appears in 1 contract

Sources: Underwriting Agreement (Northern Dynasty Minerals LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) Commissions in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Jurisdictions a preliminary short form base shelf prospectus dated April 28August 24, 2023, 2018 relating to the distribution of up to CAD$200,000,000 C$50,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or units, and units comprised or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, Distributions (the “Shelf Procedures”). The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498227024) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, SEC (including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called ). The Company has also prepared and filed with the “U.S.SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the registration

Appears in 1 contract

Sources: Underwriting Agreement (Alexco Resource Corp)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Commissions a preliminary short form base shelf prospectus dated April 28(including any Documents Incorporated by Reference, 2023, the “Initial Canadian Preliminary Prospectus”) relating to the distribution of up to CAD$200,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) pursuant to applicable securities laws Distribution of the Qualifying Jurisdictions Offered Shares and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for has obtained a Dual Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”)Receipt therefor. Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498278696) registering the Distribution of the Offered Shares under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Initial Canadian Final Base Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or changes required by Form F-10 and the applicable rules and regulations of the SEC (such registration statement, including the Documents Incorporated by Reference therein and any supplements thereto, the “Initial Registration Statement”). (2) The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the filing the Initial Registration Statement (the “Form F-X”). (3) The Company shall as soon as practicable after the execution of this Agreement and in any event not later than 7:00 p.m. (Vancouver time) on April 16, 2024 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file under and as required by Canadian Securities Laws with each of the Canadian Commissions an amended and restated Initial Canadian Preliminary Prospectus (such short form prospectus, including any Documents Incorporated by Reference, the “Amended and Restated Canadian Preliminary Prospectus”) and all other required documents, and as soon as practicable thereafter shall obtain a Dual Prospectus Receipt therefor no later than 12:00 p.m. (Vancouver time) on April 17, 2024. The Company shall also, immediately after the filing of the Amended and Restated Canadian Preliminary Prospectus and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC a pre-effective amendment to the Initial Registration Statement, including the Amended and Restated Canadian Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or - 10 - Underwriting Agreement required by Form F-10 and the applicable rules and regulations of the SEC) (such amended registration statement, including the exhibits and any schedules thereto, any Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “Amendment No. 1 to the Registration Statement”). (4) The Company shall prepare and file forthwith after any comments with respect to the Amended and Restated Canadian Preliminary Prospectus have been received from, and have been resolved with, the Canadian Commissions, and on a basis acceptable to the Underwriters, acting reasonably, and on the terms set out below, under and as required by Canadian Securities Laws with each of the Canadian Commissions a (final) short form prospectus (such short form prospectus, including any Documents Incorporated by Reference, the “Canadian Final Prospectus”) and all other required documents, including any Document Incorporated by Reference that has not previously been filed, in order to qualify the Offered Shares for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters and obtain a Dual Prospectus Receipt therefor no later than April 25, 2024. The Company shall also, immediately after the filing of the Canadian Final Prospectus and on a basis acceptable to the Underwriters, acting reasonably, file with the SEC a further amendment to the Initial Registration Statement, as amended by Amendment No. 1 to the Registration Statement (or any U.S. Registration Statement Amendment), including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus) (such amended registration statement, including the documents incorporated by reference therein exhibits and any supplements or amendments schedules thereto, is herein called the Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “U.S.Amendment No. 2 to the Registration Statement”), which Amendment No. 2 to the Registration Statement will become effective automatically under the Securities Act upon the filing thereof pursuant to Rule 467(a) under the Securities Act (the Initial Registration Statement, as amended at the Effective Time (as defined herein), including the exhibits and any schedules thereto, any Documents Incorporated by Reference and the documents otherwise deemed under applicable rules and regulations of the SEC to be a part thereof or included therein, the “Registration Statement”). (5) Any amendment or supplement to the Offering Documents and any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the Offering and/or the Distribution of the Offered Shares is referred to herein collectively as the “Supplementary Material”. (6) As used herein, a “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and a “Time of Sale Prospectus” means the U.S. Preliminary Prospectus together with the information set forth in Schedule “E” and the free writing prospectuses, if any, and each “road show” (as defined in Rule 433 under the Securities Act), if any, related to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act) (each such road show, a “Road Show”).

Appears in 1 contract

Sources: Underwriting Agreement (Western Copper & Gold Corp)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Canada a preliminary short form base shelf prospectus dated April 28May 8, 2023, 2020 (the “Initial Canadian Preliminary Base Shelf Prospectus”) relating to the distribution of up to CAD$200,000,000 C$175,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred sharesdebt securities, warrants, and/or units, and units comprised share purchase contracts, or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). On May 26, 2020 the company prepared and filed a preliminary short form base shelf prospectus with the securities regulatory authorities in each of the territories of Canada relating to the distribution of up to C$175,000,000 in Shelf Securities pursuant to Canadian Securities Laws and in accordance with the Passport System, which prospectus was also filed with the securities regulatory authorities in each of the provinces of Canada as an amended and restated preliminary short form base shelf prospectus dated May 26, 2020 (the “Amended and Restated Canadian Preliminary Base Prospectus”). Such preliminary short form base shelf prospectus or amended and restated short form base shelf prospectus, as applicable, relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498238108) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally including the Initial Canadian Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on April 28Form F-X at the time of the initial filing of the registration statement on Form F-10 (the “Form F-X”). On May 27, 2023, amended on June 30, 2023, 2020 the Company prepared and effective (filed with the SEC pursuant to Rule 467(bthe MJDS an Amendment No. 1 to the registration statement on Form F-10 (Registration No. 333-238108) under the Securities Act) on July 5, 2023, including the Amended and Restated Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.U.S. Preliminary Base Prospectus”. For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2(9)) and the rules and regulations promulgated thereunder, and any applicable state securities laws.

Appears in 1 contract

Sources: Underwriting Agreement (Denison Mines Corp.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan and Ontario Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated April March 28, 2023, 2014 relating to the distribution of up to CAD$200,000,000 US$100,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred shares, warrants, and/or units, units and units comprised debt securities of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498194916) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.

Appears in 1 contract

Sources: Underwriting Agreement (Energy Fuels Inc)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the "Canadian Commissions") in each of the provinces of British Columbia, Saskatchewan and Ontario Canada other than Québec (collectively, the "Qualifying Jurisdictions") a preliminary short form base shelf prospectus dated April 28August 6, 2023, 2021 relating to the distribution of up to CAD$200,000,000 US$150,000,000 of Common Shares, preferred shares, warrants, subscription receipts convertible into Common Sharesdebt securities, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares warrants and/or warrants debt securities, or subscription receipts exercisable for any of the foregoing (collectively, the "Shelf Securities") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the "Canadian Securities Laws") and in accordance with Multilateral Instrument 11-102 - Passport System ("MI 11-102") and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”)Jurisdictions. Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus." The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf DistributionsDistributions (collectively, the "Shelf Procedures"). The Financial and Consumer Affairs Authority of Saskatchewan British Columbia Securities Commission (the "Principal Regulator") and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the "SEC") pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”)SEC, a registration statement on Form F-10 (Registration No. 333-271498258604) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "U.S.

Appears in 1 contract

Sources: Underwriting Agreement (GREAT PANTHER MINING LTD)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces and territories of British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) Canada a preliminary short form base shelf prospectus dated April 28August 19, 2023, 2021 relating to the distribution of up to CAD$200,000,000 C$250,000,000 of Common Shares, preferred common shares, warrants, subscription receipts convertible into Common Sharesreceipts, preferred sharesdebt securities, warrants, and/or units, and units comprised share purchase contracts, or any combination of Common Shares, preferred shares and/or warrants such securities of the Company (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission (the “Principal Regulator”) and the Ontario Securities Commission have has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Final Base Prospectus”), pursuant to the Passport System and the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) in accordance with the rules and procedures set forth in National Instrument 44-102 – Shelf Distributions. (3) The Company has also prepared and filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”), a registration statement on Form F-10 (Registration No. 333-271498258939) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Preliminary Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S.U.S. preliminary Base Prospectus”. The Company has also prepared and filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X at the time of the initial filing of the registration statement on Form F-10 (the “Form F-X”). For purposes of this Agreement, “U.S. Securities Laws” means all applicable securities laws in the United States, including without limitation, the Securities Act, the Exchange Act (as defined in Section 2(9)) and the rules and regulations promulgated thereunder, and any applicable state securities laws.

Appears in 1 contract

Sources: Underwriting Agreement (Denison Mines Corp.)

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Saskatchewan Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Ontario Newfoundland and Labrador (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus prospectus, dated April 28August 16, 20232013 (the “Canadian Preliminary Base Prospectus”), relating to the distribution and a final short form base shelf prospectus, dated August 29, 2013 in respect of up to CAD$200,000,000 US$80,000,000 aggregate principal amount of Common Sharesdebt securities, preferred common shares, warrants, subscription receipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of Common Shares, preferred shares and/or warrants the Company (collectively, the “Shelf Securities”) ), pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”). The Company selected the Ontario Securities Commission (the “Reviewing Authority”) as its principal regulator in respect of the offering of the Shelf Securities, and in accordance with the Reviewing Authority has issued a decision document (a “Decision Document”) under Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (on behalf of itself and the other Canadian Commissions for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term NP 11-202”, and together with MI 11-102, Canadian Base Prospectus” means the “Passport System”). Such preliminary final short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions. (2) The Company has prepared and filed with the Canadian Commissions in the Qualifying Jurisdictions a final short form base shelf prospectus dated June 30, 2023 relating to the distribution of the Shelf Securities (including any documents incorporated therein by reference and any supplements the documents otherwise deemed to be a part thereof or amendments thereto, the “Canadian Final Base Prospectus”), included therein pursuant to Canadian Securities Laws, at the Passport System and time the Shelf Procedures, omitting the Shelf Information (as hereinafter defined) Reviewing Authority issued a Decision Document with respect thereto in accordance with the rules Canadian Securities Laws, including National Instrument 44-101 — Short Form Prospectus Distributions (“NI 44-101”) and procedures set forth in National Instrument 44-102 Shelf Distributions. Distributions (3) together, the “Canadian Shelf Procedures”). The Company has also prepared and filed with the United States Securities and Exchange Commission (Canadian Commissions in accordance with the “SEC”) pursuant Canadian Shelf Procedures a preliminary prospectus supplement, dated July 24, 2014, relating to the Canada/United States Multi-Jurisdictional Disclosure System adopted by the Canadian Commissions and the SEC (the “MJDS”)Offered Securities, a registration statement on Form F-10 (Registration No. 333-271498) under the United States Securities Act of 1933, as amended which excluded certain pricing information (together with the rules Canadian Base Prospectus, and regulations promulgated thereunderincluding any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the “Securities ActCanadian Preliminary Prospectus”), originally filed on April 28, 2023, amended on June 30, 2023, and effective (pursuant to Rule 467(b) under the Securities Act) on July 5, 2023, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC. Such prospectus, including the documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “U.S..

Appears in 1 contract

Sources: Underwriting Agreement (Dragonwave Inc)