Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. The Company is a Reporting Issuer. The Company has filed all material reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Laws and pursuant to the rules of the TSXV including but not limited to all Material Information (as defined in TSXV Policy 3.3), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Company Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such Company Reports prior to the expiration of any such extension. As of their respective dates, the Company Reports complied in all material respects with the requirements of the Securities Laws, and none of the Company Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company Reports comply in all material respects with applicable accounting requirements and Securities Laws with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Company Reports; Financial Statements. The Company is a Reporting Issuer. The Company has filed all material reportsdocuments, schedules, forms, statements reports and other documents information required to be filed by the Company it under the Securities Act, the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, Canadian Securities Laws and pursuant to with the rules of the TSXV including but not limited to all Material Information (as defined in TSXV Policy 3.3), TSX for the two years twelve (12) months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materialreports) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, materials being collectively referred to herein as the “Company Reports” and, together with the Schedules to this Agreement (if any), the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such Company Reports prior to the expiration of any such extensionbasis. As of their respective dates, the Company Reports complied in all material respects with the requirements of the Securities LawsAct, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Canadian Securities Laws and none of the Company Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company Reports comply in all material respects with applicable accounting requirements requirements, the rules and regulations of the Commission and Canadian Securities Laws with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (“GAAP”)involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Company Reports; Financial Statements. The Company is a Reporting Issuer. The (a) Company has filed all material reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Securities Laws Act and the Exchange Act, including pursuant to the rules of the TSXV including but not limited to all Material Information (as defined in TSXV Policy 3.3)Section 13(a) or 15(d) thereof, for the two years twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materialreports) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, materials being collectively referred to herein as the “Company ReportsSEC Documents”) on a timely basis or has received timely filed a valid extension of such time of filing and has filed any such Company Reports SEC Documents prior to the expiration of any such extension. As of their respective dates, the Company Reports SEC Documents complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities Lawsand Exchange Commission (the “SEC”) promulgated thereunder, and none of the Company ReportsSEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company Reports SEC Documents (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) comply in all material respects with applicable accounting requirements the rules and Securities Laws regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles in the United States applied on a consistent basis during the periods period involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Company Reports; Financial Statements. The Company is a Reporting Issuer. (a) The Company has filed furnished or filed, on a timely basis, all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company under with the Securities Laws and pursuant to the rules of the TSXV including but not limited to SEC since January 1, 2019 (such documents, together with all Material Information (as defined in TSXV Policy 3.3)exhibits, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsfinancial statements, including the exhibits Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, and those documents incorporated by reference therein, filed or furnished to the SEC subsequent to the date of this Agreement being collectively referred to herein as the “Company Reports”). Each Company Report (i) on a timely basis at the time furnished or has received a valid extension of such time of filing and has filed any such Company Reports prior to the expiration of any such extension. As of their respective datesfiled, the Company Reports complied in all material respects with the applicable requirements of the Exchange Act, the Securities LawsAct or the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, applicable to such Company Report and none (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the Company Reports, when filed, contained time of such filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company (including all related notes and schedules) included in the Company Reports comply (the “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and Securities Laws the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, was prepared in accordance with Canadian United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position of the Company and the Company’s consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, shown (subject, in the case of unaudited quarterly financial statements, to normal, immaterial, normal year-end audit adjustments). As of the date of this Agreement, none of the Company Reports are subject to outstanding or unresolved SEC comments or, to the Knowledge of the Company, subject to ongoing SEC review.

Company Reports; Financial Statements. The Company is a Reporting Issuer. The Company has filed all material reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Act and the Securities Laws and Exchange Act of 1934 (the “Exchange Act”), including pursuant to the rules of the TSXV including but not limited to all Material Information (as defined in TSXV Policy 3.3)Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) since June 1, 2012 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, materials being collectively referred to herein as the “Company ReportsSEC Documents”) on a timely basis or has received timely filed a valid extension of such time of filing and has filed any such Company Reports SEC Documents prior to the expiration of any such extension. As of their respective dates, the Company Reports SEC Documents complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities Lawsand Exchange Commission (the “SEC”) promulgated thereunder, and and, except to the extent a report or registration statement was later amended, none of the Company ReportsSEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company Reports SEC Documents (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) comply in all material respects with applicable accounting requirements the rules and Securities Laws regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles in the United States applied on a consistent basis during the periods period involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Company is in compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 (“Sarbanes”) currently applicable to Company. Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Company has established disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for Company and designed such disclosure controls and procedures to ensure that material information relating to Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. Company’s certifying officers have evaluated the effectiveness of Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in Company’s internal controls (as such term is defined in Item 308 of Regulation S-K) or, to Company’s knowledge, in other factors that could significantly affect Company’s internal controls. Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.