Common use of Base Prospectus Clause in Contracts

Base Prospectus. The Company has prepared a prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement; "U.S. Prospectus Supplement" means the most recent Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act), including all documents incorporated therein by reference, in the form in which such U.S. Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means the U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; "Base Prospectuses" means, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus; "Prospectuses" means, collectively, the Canadian Prospectus and the U.S. Prospectus; "Prospectus Supplements" means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include the filing or furnishing of any document with or to the Commission or Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference therein. For the purposes of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX"). The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and which is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "contained," "included" or "stated" in the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Prospectus. The Company confirms its agreement with the Sales Agent as follows:

Base Prospectus. The Company has prepared a prospectus supplement specifically dated June 30, 2020, relating to the offering of the Shares pursuant to this Agreement; "U.S. Prospectus Supplement" means the most recent Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act)Shares, including all documents incorporated therein by reference, in the form in which such U.S. Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means F-10 under the Securities Act (the “U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) Supplement”), together with the U.S. Base Prospectus; "Base Prospectuses" means, collectively, is hereinafter called the Canadian Base “U.S. Prospectus.” The U.S. Prospectus and the U.S. Base Prospectus; "Canadian Prospectus are referred to herein as the “Prospectuses" means, collectively, .” Any amendment to the Canadian Prospectus Prospectus, any amended or supplemental prospectus, any management information circular, financial statement, management's discussion and analysis, annual information form, business acquisition report or material change report that may be filed by or on behalf of the U.S. Prospectus; "Prospectus Supplements" meansCompany under the securities laws of the Qualifying Jurisdictions prior to the expiry of the period of distribution of the Shares, collectively, where such document is or is deemed to be incorporated by reference into the Canadian Prospectus Supplement and Prospectus, is referred to herein collectively as the U.S. Prospectus Supplement. “Supplementary Material.” Any reference herein to any “amendment” or “supplement” to the Registration Statement, the Base Prospectuses, the U.S. Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include (i) the filing or furnishing of any document with the Reviewing Authority or to the Commission or Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the ProspectusesU.S. Prospectus, as the case may be, and prior to the Representation Date or the Settlement Date, as applicable, which is incorporated therein by reference or is otherwise deemed to be incorporated a part thereof or included therein by reference therein. For the purposes of this Agreement, all references Securities Act Regulations and (ii) any such document so filed prior to the Canadian Base ProspectusRepresentation Date or the Settlement Date, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX")as applicable. The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”). For purposes of this Agreement, all references to the Registration Statement, the U.S. Prospectus, any Permitted Free Writing Prospectus (as defined below), or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). For purposes of this Agreement, all references to the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus, or any amendment or supplement to any of the foregoing (including any Supplementary Material), shall include the copy filed with the Qualifying Authorities pursuant to the System for Electronic Document Analysis and Retrieval (“SEDAR”). All references in this Agreement to financial statements and schedules and other information which is "are “contained," "” “included" ” or "“stated" ” in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is are incorporated by reference in or otherwise deemed by the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus 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, the U.S. Base Prospectus Statement or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and the rules and regulations thereunder (the “Exchange Act Regulations”), and which is deemed to be incorporated therein by reference in or otherwise deemed by the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, Statement or the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "are “contained," "” “included" ” or "“stated" ” in the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is are incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Preliminary Base Prospectus. The Company confirms its agreement with , the Sales Agent Canadian Base Prospectus or the Canadian Prospectus, as follows:the case may be

Base Prospectus. The Company has prepared a prospectus supplement specifically dated October 16, 2020, relating to the offering of the Shares pursuant to this Agreement; "U.S. Prospectus Supplement" means the most recent Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act)Shares, including all documents incorporated therein by reference, in the form in which such U.S. Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means F-10 under the Securities Act (the “U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) Supplement”), together with the U.S. Base Prospectus; "Base Prospectuses" means, collectively, is hereinafter called the Canadian Base “U.S. Prospectus.” The U.S. Prospectus and the U.S. Base Prospectus; "Canadian Prospectus are referred to herein as the “Prospectuses" means, collectively, .” Any amendment to the Canadian Prospectus Prospectus, any amended or supplemental prospectus, any management information circular, financial statement, management's discussion and analysis, annual information form, business acquisition report or material change report that may be filed by or on behalf of the U.S. Prospectus; "Prospectus Supplements" meansCompany under the securities laws of the Qualifying Jurisdictions prior to the expiry of the period of distribution of the Shares, collectively, where such document is or is deemed to be incorporated by reference into the Canadian Prospectus Supplement and Prospectus, is referred to herein collectively as the U.S. Prospectus Supplement. “Supplementary Material.” Any reference herein to any “amendment” or “supplement” to the Registration Statement, the Base Prospectuses, the U.S. Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include (i) the filing or furnishing of any document with the Reviewing Authority or to the Commission or Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the ProspectusesU.S. Prospectus, as the case may be, and prior to the Representation Date or the Settlement Date, as applicable, which is incorporated therein by reference or is otherwise deemed to be incorporated a part thereof or included therein by reference therein. For the purposes of this Agreement, all references Securities Act Regulations and (ii) any such document so filed prior to the Canadian Base ProspectusRepresentation Date or the Settlement Date, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX")as applicable. The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”). For purposes of this Agreement, all references to the Registration Statement, the U.S. Prospectus, any Permitted Free Writing Prospectus (as defined below), or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). For purposes of this Agreement, all references to the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus, or any amendment or supplement to any of the foregoing (including any Supplementary Material), shall include the copy filed with the Qualifying Authorities pursuant to the System for Electronic Document Analysis and Retrieval (“SEDAR”). All references in this Agreement to financial statements and schedules and other information which is "are “contained," "” “included" ” or "“stated" ” in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is are incorporated by reference in or otherwise deemed by the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus 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, the U.S. Base Prospectus Statement or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and the rules and regulations thereunder (the “Exchange Act Regulations”), and which is deemed to be incorporated therein by reference in or otherwise deemed by the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, Statement or the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "are “contained," "” “included" ” or "“stated" ” in the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is are incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Preliminary Base Prospectus. The Company confirms its agreement with , the Sales Agent Canadian Base Prospectus or the Canadian Prospectus, as follows:the case may be.

Base Prospectus. The Company has prepared a prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement; As used herein, "U.S. Prospectus Supplement" means the most recent Canadian Prospectus Supplement (Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act)Rules and Regulations, including all documents incorporated therein by referencerelating to the offering of the Placement Shares, in the form in which such U.S. Prospectus Supplement has most recently been to be filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means the U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; "Base Prospectuses" means, collectivelyeither or both, the Canadian Base Prospectus and the U.S. Base Prospectus; "Prospectuses" means, collectivelyeither or both, the Canadian Prospectus and the U.S. Prospectus; and "Prospectus Supplements" means, collectivelyeither or both, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include the filing or furnishing after the execution hereof of any document with or to the Commission or the Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference therein. For the purposes of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, thereto shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX"). The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and which is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "contained," "included" or "stated" in the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Prospectus. The Company confirms its agreement with the Sales Agent as follows:.

Base Prospectus. The Company has prepared a prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement; As used herein, "U.S. Prospectus Supplement" means the most recent Canadian Prospectus Supplement (Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act)Rules and Regulations, including all documents incorporated therein by referencerelating to the offering of the Placement Shares, in the form in which such U.S. Prospectus Supplement has most recently been to be filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means the U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; "Base Prospectuses" means, collectivelyeither or both, the Canadian Base Prospectus and the U.S. Base Prospectus; "Prospectuses" means, collectivelyeither or both, the Canadian Prospectus and the U.S. Prospectus; and "Prospectus Supplements" means, collectivelyeither or both, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include the filing or furnishing after the execution hereof of any document with or to the Commission or the Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference therein. For the purposes of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, thereto shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval Plus ("SEDARSEDAR+") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX"). The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and which is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "contained," "included" or "stated" in the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Prospectus. The Company confirms its agreement with the Sales Agent as follows:.

Base Prospectus. The Company has prepared a prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement; "As used herein, “U.S. Prospectus Supplement" ” means the most recent Canadian Prospectus Supplement (Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act)Rules and Regulations, including all documents incorporated therein by referencerelating to the offering of the Placement Shares, in the form in which such U.S. Prospectus Supplement has most recently been to be filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "“U.S. Prospectus" ” means the U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; "“Base Prospectuses" ” means, collectivelyeither or both, the Canadian Base Prospectus and the U.S. Base Prospectus; "“Prospectuses" ” means, collectivelyeither or both, the Canadian Prospectus and the U.S. Prospectus; "and “Prospectus Supplements" ” means, collectivelyeither or both, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include the filing or furnishing after the execution hereof of any document with or to the Commission or the Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference therein. For the purposes of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, thereto shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("“SEDAR"”) and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("“XXXXX"”). The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and which is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "contained," "included" or "stated" in the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Prospectus. The Company confirms its agreement with the Sales Agent as follows:.

Base Prospectus. The In addition, the Company has prepared (i) shall prepare and file with the Qualifying Authorities in accordance with Section 4(a) hereof a prospectus supplement specifically in both the English and French language (the “Canadian Prospectus Supplement”) to the Canadian Base Prospectus relating to the Securities (together with the Canadian Base Prospectus, and including 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 “Canadian Prospectus”), and (ii) shall prepare and file with the Commission pursuant to General Instruction II.L of Form F-10 and in accordance with Section 4(a) hereof a prospectus supplement (the “U.S. Prospectus Supplement”) to the U.S. Base Prospectus relating to the offering of the Shares pursuant to this Agreement; "U.S. Prospectus Supplement" means Securities consisting of the most recent English language version of the Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by pursuant to Item 1 of Part I of Form F-10 and the Act), (including all documents incorporated therein by reference, in the form in which such U.S. Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means the U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; "Base Prospectuses" means, collectively, the Canadian Base “U.S. Prospectus”). The U.S. Prospectus and the U.S. Base Prospectus; "Canadian Prospectus are referred to herein as the “Prospectuses" means, collectively, .” Any amendment to the Canadian Prospectus Prospectus, any amended or supplemental prospectus, any management information circular, financial statement, management’s discussion and analysis, annual information form, business acquisition report, material change report or other document that may be filed by or on behalf of the U.S. Prospectus; "Prospectus Supplements" meansCompany under the securities laws of the Qualifying Jurisdictions prior to the expiry of the period of distribution of the Securities, collectivelywhere such document is, or is deemed to be, incorporated by reference into the Canadian Prospectus Supplement and Prospectus, is referred to herein collectively as the U.S. Prospectus Supplement. “Supplementary Material.” Any reference herein to any “amendment” or “supplement” to the Registration Statement, the Base Prospectuses, the U.S. Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include (i) the filing or furnishing of any document with the Reviewing Authority or the Commission after the date of the U.S. Prospectus and prior to the Commission First Closing Date (as defined below) or Canadian Qualifying Authoritiesthe Second Closing Date (as defined below), as applicable, on which is incorporated therein by reference or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and is otherwise deemed to be incorporated a part thereof or included therein by reference therein. For the purposes of this Agreement, all references Rules and Regulations and (ii) any such document so filed prior to the First Closing Date or the Second Closing Date, as applicable. The Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus Supplement will provide that all of the Securities are being qualified by prospectus under Canadian securities laws for distribution to purchasers in each province of Canada as well as being registered under the Securities Act. The Underwriters shall offer the Securities for sale to the public directly and through other investment dealers and brokers in the United States and in Canada only as permitted by applicable law and upon the terms and conditions set forth in the Prospectuses and this Agreement. The Underwriters agree that they will not, directly or indirectly, distribute the Registration Statement or the Prospectuses or publish any prospectus, circular, advertisement or other offering material in any jurisdiction other than Canada or such states of the United States in which the Securities are duly qualified under U.S. federal and applicable U.S. state securities laws, in such manner as to require registration of the Securities or the filing of a prospectus or any amendment similar document with respect to the Securities by the Company therein or supplement thereto, or amended and restated version thereof, shall be deemed subject the Company to include any copy filed with the Commission ongoing periodic reporting obligations in such jurisdiction pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX")securities laws of such jurisdiction. Sales of Securities in Canada may be made only by or through a dealer appropriately registered under applicable Canadian Securities Laws or in circumstances where an exemption from the Canadian registered dealer requirements is available, or such requirements do not apply. The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”). For purposes of this Agreement, all references to the Registration Statement, any Upsizing Registration Statement, the U.S. Base Prospectus, any Issuer Free Writing Prospectus (as defined below) or the U.S. Prospectus, or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). For purposes of this Agreement, unless otherwise stated, all references to the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus, or the Canadian Prospectus, or any amendment or supplement to any of the foregoing (including any Supplementary Material), shall include the copy filed with the Qualifying Authorities pursuant to the System for Electronic Document Analysis and Retrieval in the English language (“SEDAR”). All references in this Agreement to financial statements and schedules and other information which is "“contained," "” “included" ” or "“stated" ” in the Registration Statement, any Upsizing Registration Statement, the U.S. Base Prospectus, or the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is are incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, any Upsizing Registration Statement, the U.S. Base Prospectus Prospectus, or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus Prospectus, or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and which is deemed to be incorporated therein by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, or the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "are “contained," "” “included" ” or "“stated" ” in the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is are incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Preliminary Base Prospectus. The Company confirms its agreement with , the Sales Agent Canadian Base Prospectus or the Canadian Prospectus, as follows:the case may be.

Base Prospectus. The Company has prepared a prospectus supplement specifically dated August 4, 2022, relating to the offering of the Shares pursuant to this Agreement; "U.S. Prospectus Supplement" means the most recent Canadian Prospectus Supplement (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act)Shares, including all documents incorporated therein by reference, in the form in which such U.S. Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; "U.S. Prospectus" means F-10 under the Securities Act (the “U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) Supplement”), together with the U.S. Base Prospectus; "Base Prospectuses" means, collectively, is hereinafter called the Canadian Base “U.S. Prospectus.” The U.S. Prospectus and the U.S. Base Prospectus; "Canadian Prospectus are referred to herein as the “Prospectuses" means, collectively, .” Any amendment to the Canadian Prospectus Prospectus, any amended or supplemental prospectus, any management information circular, financial statement, management's discussion and analysis, annual information form, business acquisition report or material change report that may be filed by or on behalf of the U.S. Prospectus; "Prospectus Supplements" meansCompany under the securities laws of the Qualifying Jurisdictions prior to the expiry of the period of distribution of the Shares, collectively, where such document is or is deemed to be incorporated by reference into the Canadian Prospectus Supplement and Prospectus, is referred to herein collectively as the U.S. Prospectus Supplement. “Supplementary Material.” Any reference herein to any “amendment” or “supplement” to the Registration Statement, the Base Prospectuses, the U.S. Prospectus Supplements or the Prospectuses or any amendment or supplement thereto, or amended or restated versions thereof, shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include (i) the filing or furnishing of any document with the Reviewing Authority or to the Commission or Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the ProspectusesU.S. Prospectus, as the case may be, and prior to the Representation Date or the Settlement Date, as applicable, which is incorporated therein by reference or is otherwise deemed to be incorporated a part thereof or included therein by reference therein. For the purposes of this Agreement, all references Securities Act Regulations and (ii) any such document so filed prior to the Canadian Base ProspectusRepresentation Date or the Settlement Date, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto, or amended and restated version thereof, shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System ("XXXXX")as applicable. The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”). For purposes of this Agreement, all references to the Registration Statement, the U.S. Prospectus, any Permitted Free Writing Prospectus (as defined below), or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). For purposes of this Agreement, all references to the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus, or any amendment or supplement to any of the foregoing (including any Supplementary Material), shall include the copy filed with the Qualifying Authorities pursuant to the System for Electronic Document Analysis and Retrieval (“SEDAR”). All references in this Agreement to financial statements and schedules and other information which is "are “contained," "” “included" ” or "“stated" ” in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is are incorporated by reference in or otherwise deemed by the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus 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, the U.S. Base Prospectus Statement or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and the rules and regulations thereunder (the “Exchange Act Regulations”), and which is deemed to be incorporated therein by reference in or otherwise deemed by the Rules and Securities Act Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, Statement or the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is "described," "are “contained," "” “included" ” or "“stated" ” in the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is are incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Preliminary Base Prospectus. The Company confirms its agreement with , the Sales Agent Canadian Base Prospectus or the Canadian Prospectus, as follows:the case may be.