Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. The Underwriters' obligation to purchase the Offered Securities pursuant to this Agreement shall be subject to the following conditions: (1) The Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation to purchase obligations of the Offered Securities pursuant to this Agreement shall be Dealers hereunder are subject to the satisfaction of the following conditions: (1a) The Underwriters receiving at the Time of Closing, favourable legal opinions from the Corporation will cause its counsel, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to deliver to the Dealers and their counsel, Torys LLP, a favourable legal opinion with respect to all such matters as the Dealers may reasonably request, including, without limiting the generality of the foregoing: to the existence and corporate power and capacity of the Corporation; the creation, authorization, issue and sale of the Notes; the authorization of the Trust Indenture; that the attributes of the Notes are consistent in all material respects with the description thereof in the Term Sheets; that the form of global certificate representing the Notes has been approved by the Corporation and complies with the provisions of the Trust Indenture; that the Corporation has appointed the Trustee as trustee under the Trust Indenture; that the Trustee, at its principal office in the City of Toronto, has been duly appointed by the Corporation as the paying agent in respect of the Notes under the Trust Indenture; the enforceability of this Agreement, the Trust Indenture and the Notes; that the execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under this Agreement and the Trust Indenture, including the issuance of the Notes, do not and will not result in a breach of any of (who A) the provisions of the constating documents of the Corporation, or (B) any law of general application applicable in the Offering Jurisdictions; the Trust Indenture complies with the provisions of the CBCA and the Business Corporations Act (Ontario); the issuance of the Notes under the Trust Indenture complies with the provisions of the CBCA; the reporting issuer status of the Corporation under applicable Canadian Securities Laws; that no authorization, consent or approval of, or registration, filing or recording of the Trust Indenture with, any governmental or regulatory authority under any applicable statute or regulation of general application of the Province of Ontario or of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Trust Indenture; and that the offering, issuance, sale and delivery of the Notes by the Corporation to purchasers in the Offering Jurisdictions, in accordance with the terms and conditions of this Agreement, is, or will be exempt from the prospectus requirements of Canadian Securities Laws and no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order, or authorization of any regulatory authority will be required to be obtained under Canadian Securities Laws to issue and deliver the Notes to such purchasers, other than the filing of a Form 45-106F1 prescribed under NI 45-106 within 10 days after the date of issue and sale of the Notes and the payment of any fees related thereto. It is understood that such counsel may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel acceptable to counsel to the Underwriters them as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than Canada and the provinces in which they are qualified Provinces of Ontario, Québec, British Columbia and Alberta, (or alternatively make arrangements to practice have such opinions of local counsel directly addressed to the Dealers), and may rely, to the extent appropriate in the circumstances, as to matters of fact fact, on certificates of officers, public and exchange officials or of the auditor or transfer agent an officer of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets;. (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable Dealers will have received from their counsel, Torys LLP, a legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities ActDate, in form and substance satisfactory to the Underwriters and their counselDealers, acting reasonably;with respect to such matters as the Dealers may reasonably require relating to the distribution of the Notes to the extent governed by the laws of Alberta, Ontario or Québec. (3c) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel the Corporation will deliver to the Corporation acceptable Dealers a certificate dated the Closing Date addressed to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters Dealers and their counsel, acting reasonably, to and signed by the effect set out below: (a) chief executive officer and the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate chief financial officer of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory as may be acceptable to the UnderwritersDealers, acting reasonably, certifying for and on behalf of the Corporation (without personal liability) that: (ai) the Corporation has complied with all the covenants and satisfied, in satisfied all material respects, all the terms and conditions of this Agreement and the Trust Indenture on its part to be complied with or and satisfied at or prior to the Closing DateTime of Closing; (bii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, herein are true and correct in all material respects as of the Time of Closing with the same force and effect as if made at the Time of Closing after giving effect to the transactions contemplated hereby, except for representations and warranties which are made as of a specific date other than the Closing Date, in which case they will be true and correct in all material respects as if made at such timeof that date only; (diii) no order, ruling or determination having the effect of ceasing the trading or suspending trading in any securities the sale of the Corporation, or prohibiting or restricting the distribution of any securities Notes has been made, or issued and no proceedings for such purpose have been announced, commenced instituted or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andare pending or, to the best of the knowledge of such officers, threatened; (iv) since the respective dates of the Disclosure Materials, there has been no proceedings material adverse change, financial or otherwise, in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Corporation and its Subsidiaries (taken as a whole), or any development involving a prospective material adverse change, financial or otherwise, in the business affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiaries (taken as a whole), from that disclosed in the Corporation’s Information Record or the Disclosure Materials (as they existed at the respective dates thereof); (v) none of the documents filed with Canadian Securities Regulators forming the Corporation’s Information Record contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; (vi) the Acquisition has not been terminated or amended in any material respect, no material provision has been waived by the Corporation and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Acquisition Closing Date from occurring on or prior to the Outside Date, substantially and in all material respects as contemplated in the 2.7 Announcement, and the Corporation has no reason to believe that the Acquisition will not be completed in accordance with the 2.7 Announcement on or prior to the Outside Date; (vii) the Acquisition has not lapsed or been withdrawn; (viii) the Separation Agreement has not been terminated or amended in any material respect, no material provision has been waived by the Corporation and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Separation from occurring, substantially and in all material respects as contemplated in the Separation Agreement, and the Corporation has no reason to believe that the Separation will not be completed in accordance with the terms of the Separation Agreement; (ix) there has not been any adverse change in the assigned ratings on the Notes by DBRS Limited, ▇▇▇▇▇’▇ Investors Service, Inc. or Fitch Ratings Limited which change is continuing at the Time of Closing, and no rating agency has placed any of the securities of the Corporation on credit watch or shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes; and (x) as to such other matters of a factual nature as the Dealers and the Dealers’ counsel may reasonably request; and such statements shall be true in fact; (d) the credit rating issued by ▇▇▇▇▇’▇ Investors Service, Inc. for the Notes shall be at least “Baa1” (stable), the credit rating issued by DBRS Limited for the Notes shall be at least “A (stable)” and the credit rating issued by Fitch Ratings Limited for the Notes shall be at least “A- (stable)” and the Corporation shall deliver to the Dealers letters from ▇▇▇▇▇’▇ Investors Service, Inc., DBRS Limited and Fitch Ratings Limited confirming such purpose are pending, contemplated or threatenedrespective ratings; (e) the Supplemental Indentures shall have been executed and delivered by each of the Corporation and the Trust Company in form and substance satisfactory to the Dealers, acting reasonably; (f) evidence satisfactory to the Dealers that the Corporation’s board of directors has made and/or obtainedauthorized and approved this Agreement and the Trust Indenture and, in each case, all matters relating thereto, and have authorized and approved the issuance of the Notes and all matters relating thereto; and (g) all actions required to be taken by or on behalf of the Corporation and its Subsidiaries, as applicable, including the passing of all requisite resolutions of the board of directors of the Corporation and each Subsidiary and all requisite filings with governmental authorities, will have occurred at or prior to the Time of ClosingClosing so as to: (i) execute and deliver this Agreement and all other documents contemplated under this Agreement; and (ii) create, all necessary filings, approvals, consents issue and acceptances of applicable regulatory authorities and under any applicable agreement or document to which sell the Corporation is a party or by which it is bound Notes in respect of accordance with the execution and delivery provisions of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counselTrust Indenture. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. 9.1 The Underwriters' obligation to purchase the Offered Securities pursuant to this Agreement shall be subject to the following conditions: (1) The Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification obligations of the Offered Securities for sale to Agent on Closing will be conditional upon the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth belowfollowing: (a) the Corporation is Issuer will be a corporation validly incorporated “reporting issuer” in all provinces and existing under territories of Canada, the Business Corporations Act (British Columbia) Issuer’s common shares will be listed and has all requisite corporate power posted for trading on the Exchange, and capacity to carry on business, to own and lease its properties and assetsthe Issuer will not be in default of any of the requirements of the Acts or any of the administrative policies or notices of the Exchange; (b) the Corporation has Issuer will have delivered to the Agent and its legal counsel favourable opinions of the Issuer’s legal counsel dated as of the date of the Closing, in such form as is acceptable to the Agent and its legal counsel as to all necessary corporate power legal matters reasonably requested by the Agent relating to the business of the Issuer and authority to executethe creation, deliver issuance and perform its obligations under this Agreement and to issue and sell sale of the Offered Securities, and grant the Over-Allotment Option; (c) the authorized Issuer will have delivered to the Agent and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to legal counsel such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their Agent and its legal counsel. (6) the Underwriters receiving, at the Time of Closingincluding without limitation, a certificate from National Securities Administrators Ltd. as corporate opinion relating to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing DateMaterial Subsidiaries; (7d) at the Time of Closing, no order, ruling or determination having Issuer will have delivered to the effect of ceasing or suspending trading in any securities Agent and its legal counsel a certificate of the Corporation or prohibiting Issuer, dated as of such date requested by the sale Agent and signed by the chief executive officer and the chief financial officer of the Offered Securities Issuer, or any of by such other officers approved by the Corporation's issued securities being issued Agent, certifying certain facts specified by the Agent and no proceeding for such purpose being pending or, relating to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSEIssuer and its affairs; (8) e) the Corporation having Agent will have completed its due diligence review of the Issuer and the results will have been satisfactory to the Agent, in its sole discretion; (f) the Issuer will have delivered to the Underwriters evidence Agent and its legal counsel such other certificates relating to the Private Placement or the affairs of the approval Issuer as the Agent or its legal counsel may reasonably request; and (or conditional approvalg) each representation and warranty of the listing Issuer which is contained in this Agreement continues to be true, and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying Issuer has performed or complied with all of its covenants covenants, agreements and obligations under this Agreement required Agreement. 9.2 The Closing and the obligations of the Issuer and the Agent to be satisfied at or prior to complete the Time issue and sale of Closing;the Securities are subject to: (10a) receipt of all required regulatory approvals for or acceptance of the Exchange for: (i) the Warrant Indenture shall have been executed and delivered by issuance of the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth hereinSecurities; and (12ii) the Underwriters having received at listing on the Time Exchange of Closing such further certificatesthe Shares, opinions the Warrant Shares and the Agent’s Shares; and (b) the removal or partial revocation of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters any cease trading order or their counsel shall reasonably request trading suspension made by any such certificate or document within a reasonable period prior competent authority to the Time of Closing that is sufficient for extent necessary to complete the Corporation to obtain and deliver such certificate, opinion or documentPrivate Placement.

Conditions of Closing. The Underwriters' Subscriber acknowledges that the Corporation’s obligation to purchase sell the Offered Subscriber’s Securities pursuant to this Agreement shall be the Subscriber is subject to to, among other things, the following conditions: (1) The Underwriters receiving at : the Time of ClosingSubscriber fully completing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel executing and returning to the Corporation (who may rely onthe Subscription Agreement, to the extent appropriate in the circumstancesincluding, or alternatively provide directly to the Underwriterswithout limitation, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed applicable schedules attached hereto by the laws of jurisdictions in Canada other no later than the provinces in which they are qualified to practice date and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution time set out in this Agreement may be limited by applicable law; (e) on the execution and delivery of this Agreementface page hereof; the offer, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuanceissue, sale and delivery of the Offered Subscriber’s Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is being exempt from the requirements to file a prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent registration statement or authorization obtained by the Corporation any similar document under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof applicable securities laws in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken Canada or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto)and other applicable securities laws relating to the sale of the Subscriber’s Securities, if anyor the Corporation having received such orders, will not consents or approvals as may be required under to permit such sale without the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time requirement of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in filing a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectusprospectus or any similar document; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation Subscriber set forth in this Agreement are out herein, including the applicable schedules attached hereto, being true and correct at on the Closing Date, as if made at such time; ; and the Subscriber providing the Corporation with a duly and validly executed adherence document confirming their acceptance and understanding of the amended and restated shareholders’ agreement of the Corporation (cand any addendum thereto) The Subscriber acknowledges and agrees that the Due Diligence Session Responses, subject acceptance of this offer will be conditional upon the issue and sale of the Subscriber’s Securities to the qualifications Subscriber being exempt from any prospectus requirements under applicable securities laws of Canada and the United States and the equivalent provisions contained therein, are true and correct in all material respects as at of securities laws of any other applicable jurisdiction. The Corporation will be deemed to have accepted this Subscription Agreement upon the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities Corporation’s execution of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery acceptance of this Subscription Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following delivery on the Closing Date and other than in respect of the filing Subscriber’s Securities to or upon the direction of the Preliminary Prospectus and Subscriber, in accordance with the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counselprovisions hereof. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' ’ obligation to purchase the Offered Securities pursuant to this Agreement (including the obligation to complete the purchase of the Initial Shares and the Over-Allotment Shares, as the case may be) shall be subject to the following conditionsconditions having been met at the Closing Time: (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely onrely, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated continued and existing under the Business Corporations Act (British Columbia) OBCA and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power authorized and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell issued Common Shares of the Offered Securities, and grant the Over-Allotment OptionCorporation; (c) the authorized Corporation has the requisite corporate power and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation authority to authorize the execution enter into this Agreement and delivery of this Agreementto perform its obligations set out herein, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each Agreement has been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations obligation of the Corporation enforceable against it the Corporation in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (ed) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates Agreement and the fulfilment of the terms hereof and thereof of this Agreement by the Corporation and the issuance, sale and delivery of the Offered Securities and Securities, the grant of the Over- Over-Allotment Option Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable thereinCanadian Securities Laws; (fe) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus Offering Documents (and any Supplementary MaterialProspectus Amendment) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (gf) the Offered Initial Shares have been validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (hg) the Warrants have Over-Allotment Option has been duly and validly created authorized and issued in accordance with granted by the provisions of Corporation, and the Warrant Indenture; (i) the Additional Securities have Over-Allotment Shares been duly and validly authorizedvalidly, and the Additional Offered Shares have been allotted and reserved for issuance and by the Corporation and, upon the due exercise of the Over- Over-Allotment Option and Option, including receipt by the Corporation of payment of the consideration in full therefor, the applicable Additional Securities Over-Allotment Shares will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued outstanding as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (mh) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit qualify the distribution to the public of the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers persons who are duly registered under the applicable Canadian Securities Laws and who comply have complied with the relevant provisions of such laws and the terms of such registration applicable Canadian Securities Laws and to qualify the grant of the Over- Over-Allotment Option to the UnderwritersOption; (ni) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares subject to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Lawsqualifications, limitations and no documents are required to be filedassumptions set out therein, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "caption “Eligibility for Investment" ” and "“Certain Canadian Federal Income Tax Considerations" ”, insofar as they purport to describe the provisions of the laws referred to therein, are true, complete and accurate, subject to fair summaries of the limitations and qualifications set out matters discussed therein; (uj) subject only to the standard listing conditions, the Listed Securities Initial Shares and the Over-Allotment Shares have been conditionally listed or approved for listing on the CSETSX-V; (k) TSX Trust Company has been duly appointed as registrar and transfer agent of the Common Shares; and (vl) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to attributes of the Time of ClosingInitial Shares and the Over-Allotment Shares conform in all material respects with the description thereof contained in the Prospectus; in a form and substance acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the receiving a favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable be delivered to the Underwriters and their counsel, acting reasonably, to the effect set out belowwith respect to: (a) the Subsidiary such Subsidiaries having been incorporated and existing under its jurisdiction the Applicable Law of their respective jurisdictions of incorporation; (b) the Subsidiary such Subsidiaries having the corporate capacity and power to own and lease its their properties and assets and to conduct its their business as described in the Prospectus; andcurrently being conducted; (c) as to the authorized and issued share capital of the Subsidiary such Subsidiaries and to the ownership thereof; and (d) such Subsidiaries being current with all corporate filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business, and have all necessary licences, leases, permits, authorizations and other approvals necessary to permit them to conduct their respective business as currently conducted; (3) the Underwriters receiving a favourable legal opinion in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, to be delivered to the Underwriters with respect to the Material Mining Properties; (4) if any of the Initial Shares or Over-Allotment Shares are offered or sold in the United States, the Underwriters receiving, shall have received at the Closing Time of Closinga customary and favourable legal opinion, an auditors comfort letter dated the Closing Date from Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special United States counsel for the Corporation, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act in connection with the offer and sale of the Initial Shares and Over-Allotment Shares in the United States; provided, that such offer, resale and delivery of the Initial Shares and Over-Allotment Shares in the United States is made in compliance with this Agreement and the terms set out in Schedule “A” hereto and provided further that it being understood that no opinion is expressed as to any subsequent resale of any of the Initial Shares or Over-Allotment Shares; (5) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Securities, the grant of the Over-Allotment Option and the authorization of this Agreement and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (6) the Underwriters receiving certificates of status and/or compliance, where issuable under Applicable Law, for the Corporation and the Subsidiaries, each dated within one Business Day prior to the Closing Date; (7) the Underwriters receiving an auditor’s “bring down” comfort letter dated the Closing Date from the Corporation’s Auditors, in form and substance satisfactory to the Joint-Bookrunners, on behalf of the Underwriters, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of 8) the Corporation dated will cause its officers and directors to execute and deliver to the Underwriters signed lock-up agreements, in form and content acceptable to the Underwriters, acting reasonably, on or before the Closing Time, pursuant to which each such person agrees, for a period beginning on the Closing Date and ending 90 days after the Closing Date, addressed not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Corporation, or with the prior written consent of BMO, such consent not to be unreasonably withheld; (9) the Underwriters receiving a certificate dated the Closing Date and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Joint-Bookrunners, on behalf of the Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying after having made due enquiries, that: (a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such timeTime; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or suspending trading in prohibiting the sale of the Offered Securities or any other securities of the Corporation, or prohibiting or restricting the distribution of any securities Corporation has been made, or issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been announced, commenced instituted or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andare pending or, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable threatened by any regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus)authority; and (fd) such other matters the Prospectus Supplement is true and correct in all material respects and contains no misrepresentation, constitute full, true and plain disclosure of all material facts relating to the Offered Securities and to the Corporation and its Subsidiaries considered as may be reasonably requested by a whole and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the Underwriters or their legal counsel.statements therein, in light of the circumstances in which they were made, not misleading; (610) the Underwriters receiving, at the Time of Closing, receiving a certificate from National Securities Administrators Ltd. TSX Trust Company as to the number of Common Shares issued and outstanding as at the end of business day the Business Day on the date prior to the Closing Date; (711) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's ’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSETSX-V; (8) 12) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities Initial Shares and Over-Allotment Shares on the CSETSX-V, subject only to satisfaction by the Corporation of standard listing conditions; (913) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of ClosingClosing Time; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (1114) the Underwriters not having exercised any rights of termination set forth herein; and (1215) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Closing Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation to purchase any Initial Units at the Offered Securities pursuant to this Agreement Closing Time shall be subject to conditional upon the fulfilment at or before the Closing Time of the following conditions: (1a) The the Underwriters receiving shall have received at the Closing Time a certificate, dated as of Closingthe Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, certifying for and on behalf of the Company that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any Governmental Entity and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened by any Governmental Entity; (ii) to the knowledge of such officers, after due enquiry, there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and its subsidiaries, on a consolidated basis, since the date hereof; (iii) the Prospectus (except the Underwriters Information) complies with Canadian Securities Laws, does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Company, the Offering, the Offered Securities, the Over-Allotment Option and the Broker Securities as required by Canadian Securities Laws; (iv) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and (v) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they were true and correct as of that date; (b) the Underwriters shall have received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, addressed to the Underwriters with respect to the notice of articles and articles of the Company, all resolutions of the Company's board of directors and, as applicable, shareholders relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request; (c) the Company shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or from, as the case may be, the board of directors and shareholders of the Company, the Securities Regulators, the TSXV, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Underwriters, acting reasonably; (d) the Unit Shares, the Warrant Shares, and the Broker Warrant Shares shall have been conditionally approved for listing and posting for trading on the TSXV, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV; (e) the Underwriters shall have received favourable legal opinions addressed to the Underwriters, dated the Closing Date, from ▇▇▇▇▇▇▇▇ LLPForooghian + Company Law Corporation, counsel to the Corporation Company, and where appropriate local counsel to the Company (who it being understood that such counsel may rely on, to the extent appropriate in the circumstancescircumstances (i) as to matters of fact, or alternatively provide directly to on certificates of the UnderwritersCompany executed on its behalf by a senior officer of the Company and on certificates of the transfer agent and registrar of the Company, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification issued capital of the Offered Securities for sale to the public Company, and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, (ii) as to matters of fact not independently established, on certificates of officers, the Company's Auditors or a public and exchange officials or of the auditor or transfer agent of the Corporationofficial), such opinions to be subject to standard qualifications and assumptions and in form satisfactory to the effect set forth belowUnderwriters and their counsel, acting reasonably, with respect to the following matters: (ai) as to the Corporation is a corporation validly incorporated incorporation and existing subsistence of the Company under the Business Corporations Act (laws of the Province of British Columbia) Columbia and has all requisite as to the corporate power and capacity of the Company to enter into and carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform out its obligations under this Agreement the Transaction Documents and to issue and sell the Offered Securities, and grant the Over-Allotment OptionOption and issue the Warrant Shares and Broker Securities; (cii) as to the authorized and issued capital of the CorporationCompany; (diii) the Company has all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets as described in the Prospectus; (iv) the execution and delivery of the Transaction Documents, the performance by the Company of its obligations thereunder, the sale and issuance of the Offered Securities, the grant of the Over-Allotment Option and the issuance of the Warrant Shares and Broker Securities, do not and will not conflict with or result in any breach of the notice of articles and articles of the Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the Company, any applicable corporate laws or any Canadian Securities Laws; (v) each of the Transaction Documents have been duly authorized and executed and delivered by the Company, and constitute valid and legally binding obligations of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (vi) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation Company to authorize the execution and delivery of each of the Preliminary Base Shelf Prospectus and the Final Prospectus (and any Supplementary Material) Supplement and the filing thereof with the Securities Commissions in Regulators, the Qualifying Jurisdictionsfiling of the Marketing Document with the Securities Regulators and the delivery of the U.S. Private Placement Memorandum; (gvii) the Offered Unit Shares, other than the Over-Allotment Unit Shares issuable at any Option Closing Time, have been duly and validly issued as fully paid and non-assessable Common Shares; (hviii) the Warrants have been duly and validly created and, other than the Warrants issuable at any Option Closing Time, issued; (ix) the Warrant Shares have been reserved and issued authorized and allotted for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture; (i) , the Additional Securities have been Warrant Shares will be duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-and non- assessable Common Shares; (jx) the Broker Warrants have been duly and validly created and, other than the Broker Warrants issuable at any Option Closing Time, issued; (xi) the Broker Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and authorized and allotted for issuance and when issued upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Indenture Certificates, the Broker Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (kxii) all necessary corporate action has been taken by the Company to authorize the issuance of the Additional Securities, subject to receipt of payment in full for them, and the issuance of the additional Broker Warrants, and when issued and delivered, the Additional Securities and the additional Broker Warrants have been will be duly and validly created issued by the Company and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Over-Allotment Unit Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued outstanding as fully paid and non-assessable Common Shares; (mxiii) the rights, privileges, restrictions and conditions attaching to the Offered Securities, the Warrant Shares, the Over-Allotment Option and the Broker Securities conform in all material respects with the description thereof set forth in the Prospectus; (xiv) all necessary documents have been filed, all necessary requisite proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders authorizations of the Securities Regulators in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution to the public of the Offered Securities in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Over-Allotment Option and the issuance of the Broker Warrants to the Underwriters; (nxv) the issuance and delivery by the Company of the Warrant Shares and upon the Additional Warrant Shares by the Corporation upon valid due exercise of the Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from from, or is not subject to, the prospectus requirements of Canadian Securities Laws of in the Qualifying Jurisdictions and no prospectus is required nor are or other documents are required to be filed, proceeding taken proceedings taken, or approvalapprovals, consent permits, consents or authorization authorizations obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictionsconnection therewith; (oxvi) the issuance and delivery by the Company of the Broker Warrant Shares by upon the Corporation in the Qualifying Jurisdictions upon valid due exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates Warrants is exempt from from, or is not subject to, the prospectus requirements of Canadian Securities Laws of in the Qualifying Jurisdictions and no prospectus is required nor are or other documents are required to be filed, proceeding taken proceedings taken, or approvalapprovals, consent permits, consents or authorization authorizations obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit in connection therewith; (xvii) the issuance and delivery of first trade in, or resale of, the Warrants Shares or the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from from, or is not subject to, the prospectus requirements of Canadian Securities Laws, Laws in the Qualifying Jurisdictions and no documents are required filing, proceeding or approval will need to be filedmade, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws such laws in connection with the first any such trade by the Underwritersor resale, provided that the trade or resale is not a "control distribution distribution" (as defined in National Instrument 45-102 - Resale of Securities); (qxviii) the Corporation is a reporting issuerUnit Shares, or its equivalentthe Warrant Shares, in each of the provinces of British Columbia and Ontario Broker Warrant Shares have been conditionally approved for listing and it is not noted posting for trading on the list of defaulting reporting issuers maintained TSXV, subject only to satisfaction by the regulatory authorities in Company of certain standard post-closing conditions imposed by the provinces of British Columbia or OntarioTSXV; and (xix) as to such other matters as the Underwriters' legal counsel may reasonably request prior to the Closing Time; (rf) National Securities Administrators Ltd.the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, at dated the Closing Date, from Forooghian + Company Law Corporation, as to: (i) the incorporation and subsistence of Canam and Spinco, (ii) the corporate power and capacity of Canam and Spinco under the laws of its principal office located jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets, and (iii) the authorized and issued capital of Canam and Spinco and the ownership thereof, in Vancouvera form satisfactory to the Underwriters and its counsel, British Columbia, has been appointed as the registrar and transfer agent for the Common Sharesacting reasonably; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (tg) the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, dated the Closing Date, from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, tax counsel to the Company, such opinion to be subject to standard qualifications and assumptions and in form satisfactory to the Underwriters and its counsel, acting reasonably, to the effect that the statements and opinions concerning tax matters set forth in the Final Prospectus Supplement under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" insofar as they purport to describe the provisions of the laws referred to therein are true, complete fair and accurate, adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations and qualifications set out thereinunder such heading; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2h) if applicableany Offered Securities are offered and sold to U.S. Purchasers pursuant to Schedule "A" attached hereto, the Underwriters receiving, at the Time of Closing, the shall have received a favourable legal opinion addressed to the Underwriters, dated the Closing Date Date, from ▇▇▇▇▇▇▇▇ LLPLPC, special United States counsel for to the CorporationCompany, such opinion to be subject to standard qualifications and assumptions and in form satisfactory to the Underwriters and its counsel, acting reasonably, to the effect that no registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, to U.S. Purchasers will not be required under the U.S. Securities ActAct in connection with such offer and sale, provided that the offer and sale of the Offered Securities to U.S. Purchasers is made in accordance with Schedule "A" attached hereto; provided that it being understood that no opinion is expressed as to any subsequent resale of any of the Offered Securities; (i) the Underwriters shall have received favourable legal opinions addressed to the Underwriters, dated the Closing Date, from ALN Abogados Consultores, Mexican counsel to the Company, such opinions to be subject to standard qualifications and assumptions and in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, as to title to the effect set out below: (a) mineral concessions comprising the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPProperty; (j) the Underwriters shall have received from the Company's Auditors a letter, dated as of the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof4(a)(iv); (5k) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on shall have received executed copies of all the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably lock-up agreements requested by the Underwriters or their legal counsel. (6pursuant to Section 6(l) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11l) the Underwriters not having exercised any rights shall have received certificates of termination set forth hereingood standing or similar certificates with respect to the jurisdiction in which the Company, Canam and Spinco are existing; (m) the Underwriters shall have received a certificate from the transfer agent and registrar of the Company as to the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date; and (12n) the Underwriters having shall have received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that documents as the Underwriters or their its counsel shall may reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentTime.

Conditions of Closing. The Underwriters' obligation to purchase obligations of the Offered Securities pursuant to Agents under this Agreement shall be subject to the accuracy of the covenants, representations and warranties of the Corporation, the Manager and the Investment Manager contained in this Agreement as of the date hereof and as of the Closing Date or Option Closing Date, as the case may be, the performance of the parties hereto other than the Agents of their respective obligations under this Agreement and the following conditions: (1) the Agents receiving, at the Time of Closing: (a) The Underwriters receiving Agents shall have received at the Time of Closing, favourable a legal opinions opinion from Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who Corporation, dated the Closing Date, in form and substance satisfactory to counsel to the Agents, addressed to the Agents and counsel to the Agents as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, upon the opinions of local counsel acceptable to counsel to the Underwriters where they deem such reliance proper as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice those of Canada and may rely, to the extent appropriate in the circumstancesOntario and, as to matters of fact fact, on certificates of officers, public and exchange officials or of the auditor or transfer agent auditors of the Corporation), public officials and officers of the Manager and correspondence between public and CSE officials with respect to the effect set forth belowfollowing matters: (ai) as to the formation, incorporation and existence, as the case may be, of each of the Corporation and the Manager under the laws of their respective governing jurisdictions, and the power and capacity of each to carry on their respective businesses and to enter into and to carry out their respective obligations under this Agreement, and, in the case of the Corporation only, the requisite power and authority of the Corporation to invest in accordance with the investment strategies set out in the Final Prospectus and to issue the Offered Units as contemplated by this Agreement and the Final Prospectus; (ii) that the Corporation is a corporation validly incorporated authorized to issue an unlimited number of common shares and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsWarrants; (biii) the Corporation has that all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by on behalf of each of the Corporation and the Manager to authorize the execution and delivery of each of the Amended Preliminary Prospectus, the Final Prospectus and, if applicable, any amendments to the Amended Preliminary Prospectus and the Final Prospectus and the filing of such documents under the Passport System or Applicable Securities Laws; (iv) the Corporation having all necessary corporate power and capacity to execute and deliver this Agreement, the Warrant Indenture Indenture, the Warrant Certificates, the Option Certificates and the Broker Warrant Certificate Material Contracts and the performance of to perform its obligations hereunder and thereunder thereunder, including to create, issue and sell the Unit, to issue the Unit Shares and to issue the Warrant Shares issuable upon exercise of the Warrants; (v) that all necessary action has been taken by and on behalf of the Corporation to authorize the creation and issuance of the Offered Units; (vi) the Unit Shares having been duly and validly authorized and that, at the Time of Closing and upon payment of the purchase price therefor, the Unit Shares will be duly and validly issued as fully paid and non-assessable shares of the Corporation; (vii) the Warrant Shares issuable upon exercise of the Warrants have been reserved for issuance by the Corporation and, upon the payment of the exercise price therefor, being validly issued as fully paid and non-assessable shares of the Corporation; (viii) that the attributes of the Offered Units are consistent in all material respects with the descriptions thereof in the Final Prospectus and, if applicable, any amendment to the Final Prospectus; (ix) the execution and delivery of this Agency Agreement, the Warrant Indenture Indenture, the Warrant Certificates and the Broker Material Contracts, the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Units, the issuance of the Unit Shares, the issuance of the Option Certificates and the issuance of Warrant Certificate Shares upon exercise of Warrants, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of the CBCA or the regulations thereunder; or (ii) the constating documents and by-laws of the Corporation; (x) that this Agreement and the Material Contracts to which the Corporation or the Manager is a party have each been duly authorized and executed and delivered by on behalf of each of the Corporation and the Manager constitute a legal, valid and binding obligations obligation of the Corporation or the Manager, as applicable, enforceable against it in accordance with their respective terms, subject to except as enforcement of such agreements may be limited by bankruptcy, insolvency and other insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including except as limited by the qualifications that application of equitable principles when equitable remedies may be granted in are sought and by the discretion of a court of competent jurisdiction and fact that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (exi) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd.Odyssey Trust Company, at its principal office located in Vancouver, British Columbiathe City of Calgary, has been appointed as the registrar and transfer agent for the Common SharesOffered Units; (sxii) National Securities Administrators Ltd.that the Manager has been appointed as manager of the Corporation; (xiii) that the Investment Manager has been appointed by the Manager to act as the Investment Manager of the Corporation; (xiv) that CIBC World Markets Inc., at its principal office located offices in Vancouverthe City of Toronto, British Columbia has been appointed as prime broker for the Warrant Agent under the Warrant IndentureCorporation; (txv) that all necessary documents have been filed and all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the appropriate regulatory authorities under the Applicable Securities Laws have been obtained by the Corporation to qualify the Units and, if sold, the Additional Units for Distribution in each of the Qualifying Jurisdictions through persons or companies duly registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable legislation and the terms of their registration; (xvi) that the Unit Shares and Warrants have been conditionally approved for listing by the CSE, subject only to the satisfaction by the Corporation of customary post- closing conditions imposed by the CSE in similar circumstances; and (xvii) that the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "heading “Certain Canadian Federal Income Tax Considerations" are true, complete and accurate” is a summary of such matters, subject to the assumptions, limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed stated or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. ‌ The Underwriters' ’ obligation to purchase the Offered Securities Shares pursuant to this Agreement (including the obligation to complete the purchase of the Base Shares and the Over-Allotment Shares, as the case may be) shall be subject to the following conditions: (1) The the Underwriters receiving at the Time of Closing, favourable Closing a legal opinions opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely onCorporation, with respect to the extent appropriate in matters set forth below: (a) the circumstances, or alternatively provide directly existence and corporate power of the Corporation to enter into and perform its obligations under this Agreement; (b) the Underwriters, corporate power and capacity of the opinions Corporation to carry on business and to own and lease its properties and assets; (c) the execution and delivery of local counsel acceptable to counsel to and performance by the Underwriters as to Corporation of this Agreement and that the execution and filing of the Preliminary Prospectus and the Final Prospectus being authorized by all necessary corporate action on the part of the Corporation; (d) the qualification of the Corporation to carry on business as an extra-provincial corporation in Ontario; (e) that the execution and delivery of and performance by the Corporation of this Agreement does not constitute or result in a violation or breach of or a default under its articles of incorporation, as amended, or by-laws, any laws of general application in the Qualifying Jurisdictions or, to the knowledge of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, any judgment, order or decree of any court, agency, tribunal, arbitrator or other authority to which the Corporation is subject; (f) that no authorization, consent or approval of, or filing, registration, qualification or recording with, any Governmental Authority having jurisdiction in the Qualifying Jurisdictions is required by the Corporation in connection with the execution and delivery of or performance by the Corporation of this Agreement; (g) that this Agreement has been duly executed and delivered by the Corporation as a matter of corporate law in compliance with the laws of its jurisdiction of incorporation, namely Canada, and with the provisions of its certificate and articles of incorporation, as amended, and its by-laws; (h) that this Agreement constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms under the laws of Ontario; (i) the authorized capital of the Corporation; (j) the issuance of the Offered Securities Shares having been authorized by all necessary corporate action on the part of the Corporation; (k) subject to receipt of payment in full for sale them, that the Offered Shares will be validly issued as fully paid and non-assessable; (l) all necessary documents having been filed, all requisite proceedings having been taken and all necessary approvals, permits, consents and authorizations having been obtained by the Corporation under the applicable Canadian securities laws of the Qualifying Jurisdictions to qualify the distribution of the Offered Shares and the Over-Allotment Option, and if the Over-Allotment Option is exercised in accordance with its terms, the Over-Allotment Shares: (i) to the public and as to other matters governed by in the Qualifying Jurisdictions through registrants registered under the applicable Canadian securities laws of jurisdictions the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable legislation; and (ii) to such registrants purchasing as principals, provided that, in Canada other than both cases, the provinces Preliminary Prospectus and the Final Prospectus are delivered to purchasers and filed with the regulators in which they each of the Qualifying Jurisdictions in accordance with applicable Canadian securities laws and the applicable fees are qualified paid within the prescribed time periods; (m) the accuracy of the statements under the heading of the Prospectus entitled “Eligibility for Investment”, subject to practice the assumptions, qualifications, limitations and may relyrestrictions set out therein; (n) subject to the Standard Listing Conditions, the Offered Shares have been conditionally listed or approved for listing on the TSX; and (o) the reporting issuer status of the Corporation in B.C., Alberta, Ontario and Quebec; all subject to customary assumptions and qualifications (including reliance, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, receiving at the Time of ClosingClosing a legal opinion from local securities counsel to the Corporation, with respect to the matters set forth below: (a) the qualification of the Corporation to carry on business as an extra-provincial corporation in each of the Qualifying Jurisdictions other than B.C., Alberta, Ontario and Quebec, as applicable; (b) all necessary documents having been filed, all requisite proceedings having been taken and all necessary approvals, permits, consents and authorizations having been obtained by the Corporation under the applicable Canadian securities laws of the in the Qualifying Jurisdiction other than B.C., Alberta, Ontario and Quebec, as applicable, to qualify the distribution of the Offered Shares and the Over-Allotment Option, and if the Over- Allotment Option is exercised in accordance with its terms, the Over-Allotment Shares: (i) to the public in the in the Qualifying Jurisdiction other than B.C., Alberta, Ontario and Quebec, as applicable, through registrants registered under the applicable Canadian securities laws of the in the Qualifying Jurisdiction other than B.C., Alberta, Ontario and Quebec, as applicable, who have complied with the relevant provisions of such applicable legislation; and (ii) to such registrants purchasing as principals, provided that, in both cases, the Preliminary Prospectus and the Final Prospectus are delivered to purchasers and filed with the regulators in each of the in the Qualifying Jurisdiction other than B.C., Alberta, Ontario and Quebec, as applicable, in accordance with applicable Canadian securities laws and the applicable fees are paid within the prescribed time periods; (c) the reporting issuer status of the Corporation in the Qualifying Jurisdiction other than B.C., Alberta, Ontario and Quebec, as applicable; all subject to customary assumptions and qualifications (including reliance, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation) and in a form acceptable to the Underwriters and their counsel, acting reasonably. (3) the Underwriters receiving at the Time of Closing the favourable legal opinion dated the Closing Date from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities Shares offered and sold in the United States in accordance with this Agreement (including Schedule "A" “B” hereto), if any, ) will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (34) the Underwriters receiving, receiving at the Time of ClosingClosing from local counsel in each jurisdiction of incorporation, favourable organization or formation, as the case may be, of each Material Subsidiary, a legal opinions from legal counsel to opinion dated the Corporation acceptable to the UnderwritersClosing Date, regarding each of its Subsidiaries in a form acceptable and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect set out belowthat each of the Material Subsidiaries is a corporation or other form of entity existing under the laws of the jurisdiction in which it was incorporated, organized, formed, amalgamated or continued, as the case may be, and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets and as to the registered ownership of the issued and outstanding securities of each Material Subsidiaries in those jurisdictions in which there are available public registers of issued and outstanding securities for the Material Subsidiary; (5) The Underwriters receiving a title opinion from counsel in local counsel in Africa in respect of the Sabodala Property in form and substance satisfactory to the Underwriters, acting reasonably; (6) the Underwriters receiving certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to: (a) the Subsidiary having been incorporated and existing under its jurisdiction constating documents of incorporationthe Corporation; (b) the Subsidiary having resolutions of the corporate capacity directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, the grant of the Over-Allotment Option, and, as applicable, the authorization of this Agreement and power to own and lease its properties and assets and to conduct its business as described in the Prospectustransactions contemplated herein; and (c) as to the authorized incumbency and issued share capital signatures of signing officers for the Subsidiary and to the ownership thereofCorporation; (47) the Underwriters receivingreceiving certificates of status and/or compliance for the Corporation and Gryphon Minerals Limited, each dated within one (1) Business Day prior to the Closing Date; (8) the Underwriters receiving at the Time of Closing, an auditors Closing a “bring down” comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPthe current auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof4(1)(c); (59) the Underwriters receiving from the Corporation at the Time of Closing, a certificate of the Corporation dated the Closing Date, addressed to the Underwriters Date and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or the Common Shares has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (b) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by either the Corporation or its subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; (c) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Securities Laws; (d) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date;Time of Closing; and (be) the representations and warranties of the Corporation set forth contained in this Agreement are true Agreement, and correct at in any certificates of the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject Corporation delivered pursuant to the qualifications and provisions contained thereinor in connection with this Agreement, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents Closing as if such representations and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters warranties were made as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, after giving effect to the transactions contemplated hereby; (10) the Underwriters receiving at the Time of Closing a certificate from National Securities Administrators Ltd. Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at the end of business day on the date Business Day prior to the Closing Date; (711) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities Shares or any of the Corporation's ’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority authority, the TSX or the CSEASX; (8) 12) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities Offered Shares on the CSETSX, subject only to satisfaction by the Corporation of standard listing conditionsStandard Listing Conditions; (913) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (1114) the Underwriters not having exercised any rights of termination set forth herein; (15) the Underwriters shall have received a lock-up agreement from the Purchasing Insider and ▇▇▇▇▇ ▇▇▇▇▇▇ in the form attached hereto as Schedule “C” subject to such changes as may be agreed to by the Co-Lead Underwriters on behalf of the Underwriters; (16) the Concurrent Private Placement having been completed with the Purchasing Insider; and (1217) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. 11.1 The Underwriters' obligation to purchase the Offered Securities pursuant to this Agreement shall be subject to the following conditions: (1) The Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification obligations of the Offered Securities for sale to Agent on the public and as to other matters governed by Closing will be conditional upon the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth belowfollowing: (a) the Corporation is a corporation Issuer having taken all necessary corporate action to be able to validly incorporated create, issue and existing under sell the Business Corporations Act (British Columbia) Securities to be issued at that Closing and has all requisite corporate power underlying Shares, Agent's Shares, Warrants, Warrant Shares, Agent's Warrants and capacity Agent's Warrant Shares to carry on business, be issued pursuant to own and lease its properties and assetsthose Securities; (b) the Corporation has Issuer having made all necessary corporate power filings, if any, and authority to executeobtained all necessary approvals, deliver if any, in Alberta, British Columbia, Ontario and perform its obligations under this Agreement and the United States, as applicable, required before such Closing in order to issue and sell the Offered Securities, Special Warrants to the Purchasers and grant to ensure that such issuance and sale will not be subject to the Over-Allotment Optionregistration and prospectus requirements of the Applicable Legislation; (c) the authorized Issuer's outstanding common shares being listed and issued capital of posted for trading on the CorporationExchanges; (d) all necessary corporate action has been taken by the Corporation Exchanges having confirmed that the Shares and Agent's Shares to authorize be issued upon the execution conversion of the Special Warrants and delivery of this AgreementAgent's Series "A" Special Warrants, as the case may be, and the Warrant Indenture Shares and the Broker Agent's Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations Shares to be issued upon exercise of the Corporation enforceable against it Warrants and Agent's Warrants, as the case may be, will be listed on the Exchanges subject in accordance with each case only to conditions which by their respective terms, subject to bankruptcy, insolvency and other laws affecting nature may only be fulfilled after the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable lawClosing; (e) the execution and delivery Agent being satisfied, in its sole discretion, with the results of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment its investigation of the terms hereof business and thereof by the Corporation and the issuance, sale and delivery affairs of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable thereinIssuer; (f) the Issuer having delivered to the Agent and its solicitors at that Closing and each previous Closing (if any) favourable opinions of the Issuer's solicitors dated as of the date of the Closing, as to all necessary corporate action has been taken legal matters reasonably requested by the Corporation Agent relating to authorize the execution and delivery of each incorporation of the Preliminary Prospectus Issuer and its Subsidiary, their respective businesses and the Final Prospectus (creation, issuance and any Supplementary Material) sale of the Securities, satisfactory in form and substance to the filing thereof with the Securities Commissions in the Qualifying JurisdictionsAgent; (g) the Offered Shares have been validly issued Issuer having delivered to the Agent and its solicitors at that Closing and each previous Closing (if any) such certificates of its officers and other documents relating to the Private Placement or the affairs of the Issuer as fully paid the Agent or its solicitors may reasonably request, satisfactory in form and non-assessable Common Sharessubstance to the Agent; (h) the Warrants have been duly each representation and validly created and issued in accordance with the provisions warranty of the Warrant IndentureIssuer herein being true, and the Issuer having performed or complied with all of its covenants, agreements and obligations hereunder; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved receipt of all required regulatory approval for issuance and upon exercise or acceptance of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid Private Placement; and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the Additional Warrant Shares issuable upon extent necessary to complete the exercise Private Placement. 11.2 The conditions set out in Subsection 11.1 are for the sole benefit of the Warrants Agent and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will may be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares waived by the Corporation upon valid exercise of Warrants and Additional Warrants Agent in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken whole or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonablypart. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. Conditions of Closing in Favour of the Purchaser 8.1 The Underwriters' obligation Purchaser's obligations to purchase complete the Offered Securities pursuant to this Agreement shall be transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Time of Closing of the following conditions: (1a) Investment Canada Act - the Purchaser will have received Investment Canada Act Approval; (b) Other Competition/Antitrust Compliance - Other Competition/Antitrust Compliance will have occurred except where (i) the failure to obtain any approval or decision required under applicable Law in connection with such compliance, or (ii) the completion of the transactions contemplated hereunder before the expiry of any applicable waiting period, would not constitute a criminal offence by the Purchaser or the Target Companies or expose the Purchaser or the Target Companies to criminal liability or any other liability material in relation to the Target Companies, taken as a whole, or the Purchaser; and (c) Pulp Sales Agreement - the Vendor will have delivered to the Purchaser at Closing the Pulp Sales Agreement, duly executed on behalf of the Vendor and the Target. Conditions of Closing in Favour of the Vendor 8.2 The Underwriters receiving Vendor's obligations to complete the transactions contemplated hereunder are subject to the satisfaction or waiver at or before the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification Closing of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below:condition that Other Competition/Antitrust Compliance will have occurred except where (a) the Corporation is a corporation validly incorporated and existing failure to obtain any approval or decision required under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on businessapplicable Law in connection with such compliance, to own and lease its properties and assets;or (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital completion of the Corporation; (d) all necessary corporate action has been taken transactions contemplated hereunder before the expiry of any applicable waiting period, would not constitute a criminal offence by the Corporation Vendor or the Target Companies or expose the Vendor or the Target Companies to authorize criminal liability or any other liability (for which, in the execution and delivery case of this Agreementany such other liability, the Warrant Indenture and Purchaser has not provided the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations Vendor an indemnity of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, Purchaser in form and substance satisfactory to the Underwriters and their counselVendor, acting reasonably;). Mutual Conditions Precedent (3) 8.3 The respective obligations of each of the Underwriters receiving, Vendor and the Purchaser to complete the transactions contemplated hereby are subject to the satisfaction or mutual waiver at or before the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding Closing of each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out belowfollowing conditions: (a) No Restraining Order - there is not in force any judgment, order or decree restraining or enjoining, or which would be breached as a result of, the Subsidiary having consummation of the transactions contemplated by this Agreement and there is no proceeding, of a judicial or administrative nature or otherwise, brought by a Government Authority in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, potentially result in a judgment order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Designated Regulatory Approvals which have been incorporated and existing under its jurisdiction of incorporationobtained or would reasonably be expected to have a Material Adverse Effect; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; andCanadian Competition - either (ci) as to Canadian Competition Waiting Period Compliance will have occurred and the authorized and issued share capital of Purchaser has received Canadian Competition Satisfaction at any time before the Subsidiary and to the ownership thereof;Competition Satisfaction Date, or (4ii) Canadian Competition Waiting Period Compliance will have occurred and the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Competition Satisfaction Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of will have occurred without this Agreement on its part being terminated pursuant to be complied with or satisfied at or prior to the Closing DateSection 7.1(g); (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation of the Underwriter to purchase the Offered Securities pursuant Initial Shares at the Closing Time on the Closing Date and to this Agreement purchase any Additional Shares at the Closing Time on an Option Closing Date shall be subject to the following conditionsfollowing: (1a) The Underwriters receiving the Underwriter will receive at the Closing Time a legal opinion addressed to the Underwriter and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, Torys LLP, and from local counsel (only in respect of Closingmatters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), favourable in each case in form and substance satisfactory to the Underwriter and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriter’s counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as being in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and validly existing under the federal laws of Canada, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (iii) as to the authorized, and issued and outstanding, capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Offered Shares are accurately summarized in all material respects in the Prospectus; (v) the Initial Shares have been duly and validly authorized and issued and are outstanding as fully paid and non-assessable Common Shares; (vi) the Additional Shares issuable upon the exercise of the Over-Allotment Option have been duly and validly allotted and reserved for issuance by the Company and, upon the valid exercise of the Over-Allotment Option and receipt by the Company of payment in full therefor, the Additional Shares will be duly and validly authorized and issued and will be outstanding as fully paid and non-assessable Common Shares; (vii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and to perform its obligations under this Agreement; (ii) to offer, issue, sell and deliver the Initial Shares; and (iii) to offer, issue, sell and deliver the Additional Shares issuable upon exercise of the Over-Allotment Option; (viii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the Prospectus Supplement and any Supplementary Material and the filing thereof in each of the Qualifying Jurisdictions; (ix) the Company has duly authorized, executed and delivered, this Agreement and authorized the performance of its obligations hereunder, including the offering, issue, sale and delivery of the Initial Shares, the grant of the Over-Allotment Option, the offering, issue, sale and delivery of the Additional Shares upon the valid exercise of the Over-Allotment Option and receipt by the Company of payment in full therefor, and this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the applicable laws regarding limitations of actions; (iv) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under Applicable Law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court; (v) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under Applicable Law; and (vi) the rights to indemnity, contribution and waiver under the documents which may be limited or unavailable under Applicable Law; (x) the execution and delivery of this Agreement and the fulfillment of the terms hereof, the offering, issue, sale and delivery of the Initial Shares, the grant of the Over-Allotment Option, the offering, issue, sale and delivery of the Additional Shares upon the valid exercise of the Over-Allotment Option and receipt by the Company of payment in full therefor, and the consummation of the transactions contemplated by this Agreement, do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the articles of incorporation or amalgamation, as applicable, and by-laws of the Company, (ii) resolutions of the shareholders or the board of directors (or any committee thereof) of the Company, or (iii) the laws of the Province of Ontario and the federal laws of Canada applicable therein; (xi) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the Common Shares; (xii) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal opinions from ▇▇▇▇▇▇▇▇ LLPrequirements have been fulfilled, in order to qualify the distribution of the Initial Shares and the Additional Shares in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xiii) the Initial Shares and Additional Shares have been conditionally listed or approved for listing on the TSX subject only to the Standard Listing Conditions; (xiv) as to the accuracy of the statements under the heading “Eligibility for Investment” in the Prospectus; and (xv) as to all other legal matters reasonably requested by counsel to the Underwriter. In connection with such opinion, counsel to the Corporation (who Company may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters Underwriter, acting reasonably, as to the qualification for distribution of the Offered Securities for sale Shares or opinions may be given directly by local counsel of the Company with respect to the public those items and as to other matters governed by the laws of jurisdictions in Canada other than the province or provinces in which they the Company’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances, circumstances but only as to matters of fact fact, on certificates of officers, public and exchange officials or officers of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated Company and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsothers; (b) the Corporation has all necessary Underwriter shall have received legal opinions from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, each wholly-owned Material Subsidiary that is Canadian (other than VF Clean Energy, Inc.) addressed to the Underwriter and legal counsel to the Underwriter and based upon an officer’s certificate for each such Material Subsidiary with respect to: (i) the existence of each such Material Subsidiary; and (ii) the corporate power and authority capacity of each such Material Subsidiary to execute, deliver carry on its business and perform its obligations under this Agreement activities and to issue own and sell the Offered Securities, lease its property and grant the Over-Allotment Optionassets; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate Underwriter shall have each been duly executed and delivered by the Corporation and constitute received a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Actopinion, in form and substance satisfactory to the Underwriters and their counselUnderwriter, acting reasonably, from the U.S. counsel to the Company, to the effect that: (i) assuming the compliance of the U.S. Prospectus, including the documents incorporated by reference therein, with the requirements of the applicable Canadian securities laws and any other applicable Canadian law, each of the Registration Statement and the U.S. Prospectus (other than (i) the financial statements, including the notes thereto, schedules, and other financial, statistical and accounting data contained therein or omitted therefrom and (ii) the documents incorporated or deemed to be incorporated by reference therein, as to which such counsel need express no opinion) appeared on its face to be appropriately responsive as to form in all material respects with the applicable requirements of the U.S. Securities Act and the rules and regulations thereunder; and (ii) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority of the United States, which has not been obtained, taken or made (other than as required by any state securities laws, as to which such counsel expresses no opinion) is required on the part of the Company under U.S. Securities Laws for the issuance or sale of the Offered Shares or the performance by the Company of its obligations under this Agreement, except such as have been obtained, taken or made; (3d) the Underwriters receivingUnderwriter shall have received a certificate dated the Closing Date, at signed by the Time Chief Executive Officer of Closing, favourable legal opinions from legal counsel to the Corporation Company or any other senior officer(s) of the Company as may be acceptable to the UnderwritersUnderwriter, regarding each of its Subsidiaries in a form acceptable and content satisfactory to the Underwriters and their Underwriter’s counsel, acting reasonably, to the effect set out belowwith respect to: (ai) the Subsidiary having been incorporated articles and existing under its jurisdiction by laws of incorporationthe Company; (bii) resolutions of the Subsidiary having Company’s board of directors relevant to, among other things, the corporate capacity issue and power sale of the Offered Shares to own be issued and lease its properties sold by the Company and assets the authorization of this Agreement and to conduct its business as described in the Prospectusother agreements and transactions contemplated herein; and (ciii) as to the authorized incumbency and issued share capital signatures of signing officers of the Subsidiary and to the ownership thereofCompany; (4e) the Underwriters receivingUnderwriter shall have received a certificate of status or the equivalent dated within one Business Day of the Closing Date and each Option Closing Date, at as applicable, in respect of the Time Company and each Material Subsidiary that is Canadian (other than VF Clean Energy, Inc.); (f) the Company shall cause its current auditors to deliver to the Underwriter a “bring down” comfort letter, addressed to the Underwriter and the board of Closingdirectors of the Company, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPDate, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, bringing forward to a date not more than two (2) Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c5(a)(iii) hereof; (5g) a certificate of the Corporation Company shall deliver to the Underwriter, at the Closing Time, certificates dated the Closing Date or the Option Closing Date, as applicable, addressed to the Underwriters Underwriter and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer of the Company, or such other senior officers officer(s) of the Corporation satisfactory Company as may be acceptable to the Underwriters, acting reasonablyUnderwriter, certifying for and on behalf of the Company and without personal liability, to the effect that: (ai) the Corporation Company has complied with and satisfied, in all material respects, respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing DateTime; (bii) the representations and warranties of the Corporation set forth in this Agreement Company contained herein are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, Time with the same force and effect as if made on and as at such timethe Closing Time after giving effect to the transactions contemplated hereby; (diii) the Final Receipt has been issued by the BCSC for the Final Base Shelf Prospectus pursuant to the Passport System and, to the knowledge of such persons, no order, ruling or determination having the effect of ceasing the trading or suspending trading in any the sale of the Common Shares or other securities of the CorporationCompany, or prohibiting or restricting the distribution of any securities Offered Shares to be issued and sold by the Company, has been made, or issued and no proceedings for such purpose have been announced, commenced instituted or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andare pending or, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (eiv) since the respective dates as of which information is given in the Prospectus or any Supplementary Material (A) there has been no material change in the Company, (B) there has been no material and adverse change (financial or otherwise) in the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries (taken as a whole), and (C) no transaction has been entered into by, and there has been no transaction that affects, the Company or any Subsidiary which is material to the Company and the Subsidiaries (taken as a whole), other than as disclosed in the Prospectus or in any Supplementary Material; (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with Applicable Securities Laws; and (vi) such other matters as the Underwriter may reasonably request; (h) the Corporation Underwriter shall have received copies of correspondence indicating that the Company has obtained the conditional approval of the TSX for the listing of the Offered Shares thereon, subject only to the Standard Listing Conditions, and approval of the NASDAQ for the listing of the Offered Shares thereon; (i) the representations and warranties of the Company contained in this Agreement will be true at and as of the Closing Time on the Closing Date and, if applicable, the Option Closing Date, as if such representations and warranties were made and/or obtainedat and as of such time and all agreements, covenants and conditions required by this Agreement to be performed, complied with or satisfied by the Company at or prior to the Closing Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following on the Closing Date or the Option Closing Date, as applicable, will have been performed, complied with or satisfied at or prior to that time; (j) the absence of any misrepresentations in the Offering Documents or undisclosed material change or undisclosed material facts relating to the Company or the Offered Shares; (k) the Company shall have received a Preliminary Receipt and other than a Final Receipt and submitted the Prospectus Supplement to the Securities Commissions qualifying the Offered Shares for distribution in respect of the filing of Qualifying Jurisdictions, and neither the Preliminary Prospectus and Receipt nor the Final Prospectus); andReceipt shall be invalid or have been rescinded, repealed, revoked or otherwise nullified by any Securities Commission or other Governmental Authority; (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6l) the Underwriters receiving, at the Time of Closing, Underwriter shall have received a certificate from National Securities Administrators Ltd. Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at the end of business day on the date immediately prior to the Closing Date; (7m) at the Time of ClosingUnderwriter will have received such other certificates, no orderopinions, ruling agreements or determination having the effect of ceasing or suspending trading closing documents in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued form and no proceeding for such purpose being pending or, substance reasonably satisfactory to the knowledge of Underwriter as the Corporation, threatened by any securities regulatory authority or the CSEUnderwriter may reasonably request; (8) n) the Corporation having delivered Underwriter will have received evidence, satisfactory to the Underwriters evidence Underwriter, acting reasonably, that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has waived his rights under Section 6.3 of the approval (or conditional approval) of Securityholders Agreement in connection with the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditionsOffering; (9o) the Corporation complying with all Underwriter shall have received copies of its covenants any third-party consents required to complete the Offering and obligations under the transactions contemplated in this Agreement required to be satisfied at or prior in form and substance reasonably satisfactory to the Time of Closing;Underwriter as the Underwriter may reasonably request; and (10p) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and all other directors and officers of the Warrant Indenture shall Company will have been executed entered into an agreement with and delivered by the Corporation an in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received Underwriter at the Closing Time on the Closing Date pursuant to which they will agree not to, for a period commencing on the date of Closing such further certificates, opinions of counsel this Agreement and other documentation from ending on the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing date that is sufficient thirty (30) days following the Closing Date, directly or indirectly, offer, sell, contract to sell, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to do so, any Common Shares or any securities convertible into or exchangeable or exercisable for the Corporation to obtain and deliver such certificateCommon Shares, opinion whether now owned or document.hereafter acquired, directly or indirectly, or under their control or direct

Conditions of Closing. The Underwriters' obligation obligations of the Agents hereunder with respect to purchase the Offered Securities pursuant to this Agreement shall Offering will be subject to the completion by the Agents of a due diligence review satisfactory to the Agents in their sole judgment and to the satisfaction (or waiver by the Agents in their sole discretion) of the following additional conditions, as applicable, which conditions the Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Closing Time: (1a) The Underwriters receiving the Agents will receive at the Closing Time of Closinga legal opinion addressed to the Agents and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, favourable legal opinions from ▇▇▇▇▇▇▇▇ Stikeman Elliott LLP, and from local counsel (only in respect of matters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Agents and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agents’ counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and existing under the laws of the Province of British Columbia, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (iii) as to the authorized and issued and outstanding capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Debentures and the Underlying Shares are accurately summarized in all material respects in the Prospectus; (v) the Debentures and the maximum number of Underlying Shares issuable upon conversion of the Debentures are conditionally approved for listing on the TSX; (vi) the Debentures have been validly created and issued and are legal, valid, binding and enforceable obligations of the Company in accordance with their terms; (vii) the Underlying Shares issuable upon conversion, prepayment or maturity of the Debentures will, upon issuance in accordance with the terms of the Debenture Indenture, be issued as fully paid and non-assessable shares of the Company; (viii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder; (ii) to offer, issue, sell and deliver the Offered Securities; and (iii) to issue and deliver the Underlying Shares issuable upon conversion, prepayment or maturity of the Debentures; (ix) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (x) the Company has duly authorized, executed and delivered, this Agreement and the other Transaction Documents and authorized the performance of its obligations hereunder, including the offering, issue, sale and delivery of the Debentures and the issue and delivery of the Underlying Shares upon conversion, prepayment or maturity of the Debentures, and this Agreement and the other Transaction Documents each constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature; (xi) the execution and delivery of this Agreement and the other Transaction Documents and the fulfillment of the terms hereof and thereof, the offering, issue, sale and delivery of the Debentures, the issue and delivery of the Underlying Shares upon conversion, prepayment or maturity of the Debentures, and the consummation of the transactions contemplated by this Agreement, do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the notice of articles and articles of incorporation or amalgamation, as applicable, of the Company, (ii) resolutions of the shareholders or the board of directors (or any committee thereof) of the Company, or (iii) the laws of the Province of British Columbia and the federal laws of Canada applicable therein, or (iv) the Credit Facility or the Outstanding Debenture; (xii) the form and terms of the definitive certificates representing the Common Shares have been approved by the directors of the Company and comply in all material respects with the BCBCA, the articles and by-laws of the Company and the rules of the TSX; (xiii) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the Common Shares; (xiv) Computershare Trust Company of Canada has been duly appointed as the transfer agent and registrar for the Debentures and as Debenture Trustee under the Debenture Indenture; (xv) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Offered Securities in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xvi) the issuance of Underlying Shares by the Company on conversion, prepayment or maturity of the Debentures to holders of the Debentures in the Qualifying Jurisdictions, in accordance with the Debenture Indenture, is exempt from the prospectus requirements of Applicable Securities Laws and no prospectus is required nor are other documents required to be filed, no proceedings are required to be taken, and no approvals, permits, consents or authorizations of the Securities Commissions are required to be obtained by the Company under such Applicable Securities Laws to permit such issuance of Underlying Shares by the Company; (xvii) the first trade in the Underlying Shares acquired upon conversion, prepayment or maturity of the Debentures will not be subject to the prospectus requirements of Applicable Securities Laws and no prospectus or other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of the Securities Commissions are required to be obtained by the Company under the Applicable Securities Laws to permit the first trade of such Underlying Shares by the holder thereof through dealers registered in the appropriate category under the Applicable Securities Laws of such Qualifying Jurisdictions who have complied with such laws, or in circumstances in which there is an exemption from the registration requirements under Applicable Securities Laws, provided that: (I) the trade is not a “control distribution” (as defined in National Instrument 45-102 – Resale of Securities); (II) the Company is a “reporting issuer” at the time of the trade; and (III) the sale is not a transaction or one of a series of transactions involving further purchases and sales in the course of or incidental to a distribution; (xviii) subject only to the Standard Listing Conditions, the Debentures and the Underlying Shares have been conditionally listed or approved for listing on the TSX; (xix) the statements in the Prospectus under the heading “Eligibility for Investment”, accurately summarize such law applicable to the Debentures and the Underlying Shares issuable upon the conversion, prepayment or maturity of the Debentures; (xx) the statements in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations”, provide a fair and adequate summary of the principal Canadian federal income tax provisions under the Income Tax Act (Canada) that generally apply to a holder of Debentures who acquires Debentures under the Offering contemplated in the Prospectus, and Underlying Shares, subject to the qualifications, limitations and understandings set out in such summary; (xxi) based on the current provisions of the Income Tax Act (Canada), provided that the Common Shares are listed on a designated stock exchange in Canada (which currently includes the TSX), the Debentures offered pursuant to the Prospectus and the Common Shares issued on the conversion, prepayment or maturity of the Debentures, in all cases if issued on the date hereof, would be qualified investments under the Income Tax Act (Canada) for a trust governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan (except, in the case of the Debentures, a deferred profit sharing plan to which the Company, or an employer that does not deal at arm's length with the Company, has made a contribution), registered education savings plan, registered disability savings plan or tax-free savings account, each as defined in the Income Tax Act (Canada), and (xxii) as to all other legal matters reasonably requested by counsel to the Corporation (who Agents at least two Business Days prior to the Closing Time. In connection with such opinion, Stikeman Elliott LLP may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters Agents, acting reasonably, as to the qualification for distribution of the Offered Securities for sale or opinions may be given directly by local counsel of the Company with respect to the public those items and as to other matters governed by the laws of jurisdictions in Canada other than the province or provinces in which they Stikeman Elliott LLP are qualified to practice and may rely, to the extent appropriate in the circumstances, circumstances but only as to matters of fact fact, on certificates of officers, public and exchange officials or officers of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated Company and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsothers; (b) the Corporation Agents shall have received opinions of counsel in each jurisdiction which governs the validity, attachment, perfection, effect of perfection or of non-perfection, or priority of any personal property Collateral in which the Company has all necessary corporate power an interest (which counsel shall be reasonably satisfactory to the Agents) with respect to the creation, attachment, validity and authority perfection of the Liens in favour of the Debenture Trustee, for the benefit of itself and the holders of Debentures, in such personal property Collateral in form and substance reasonably satisfactory to execute, deliver the Agent and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment OptionDebenture Trustee; (c) the authorized Agents shall have received legal opinions from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, each Material Subsidiary, addressed to the Agents and legal counsel to the Agents with respect to: (i) the existence of each Material Subsidiary; (ii) the issued capital and outstanding securities of each Material Subsidiary and the Corporationsecurities thereof held by the Company or a Subsidiary; (iii) all actions required to be taken by such Material Subsidiary consequent on a realization under the Security Documents have been taken; and (iv) the corporate power and capacity of each Material Subsidiary to carry on its business and activities and to own and lease its property and assets; each such opinion to be in form and substance, acceptable to the Agents and their legal counsel, acting reasonably; (d) all necessary corporate action has been taken the Agents shall have received a certificate dated the Closing Date, signed by the Corporation Chief Executive Officer and the Chief Financial Officer of the Company or any other senior officer(s) of the Company as may be acceptable to authorize the execution Agents, in form and delivery content satisfactory to the Agents’ counsel, acting reasonably, with respect to: (i) the notice of articles and articles and by laws of the Company; (ii) resolutions of the Company’s board of directors relevant to, among other things, the issue and sale of the Offered Securities to be issued and sold by the Company and the authorization of this Agreement, the Warrant Indenture Agreement and the Broker Warrant Certificate other agreements and transactions contemplated herein; and (iii) the performance incumbency and signatures of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations signing officers of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable lawCompany; (e) the execution and delivery Agents shall have received a certificate of this Agreement, status or the Warrant Indenture and the Broker Warrant Certificates and the fulfilment equivalent dated within one Business Day of the terms hereof and thereof by the Corporation and the issuanceClosing Date, sale and delivery in respect of the Offered Securities Company and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable thereineach Material Subsidiary; (f) all necessary corporate action has been taken by the Corporation Company shall cause its current auditors to authorize deliver to the execution Agents a “bring down” comfort letter, addressed to the Agents and delivery the board of each directors of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorizedCompany, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities ActDate, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter letters referred to in Section 5(1)(c5(a)(iii) hereof; (5g) a certificate of the Corporation Company shall deliver to the Agents, at the Closing Time, certificates dated the Closing Date, Date addressed to the Underwriters Agents and signed on by the Corporation's behalf by its Chief Executive Officer of the Company and the Chief Financial Officer of the Company, or such other senior officers officer(s) of the Corporation satisfactory Company as may be acceptable to the Underwriters, acting reasonablyAgents, certifying for and on behalf of the Company and without personal liability, to the effect that: (ai) the Corporation Company has complied with and satisfied, in all material respects, respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing DateTime; (bii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions Company contained therein, herein are true and correct in all material respects (except for those that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as at the Closing Date, Time with the same force and effect as if made on and as at such timethe Closing Time after giving effect to the transactions contemplated hereby; (diii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities Final Receipt has been made, or proceedings have been announced, commenced or threatened issued by the BCSC for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, Prospectus pursuant to the Passport System and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closingpersons, no order, ruling or determination having the effect of ceasing the trading or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares or other securities of the Company, or the Offered Securities or any of to be issued and sold by the Corporation's issued securities being Company, has been issued and no proceeding proceedings for such purpose being have been instituted or are pending or, to the knowledge of the Corporationsuch officers, threatened by any securities regulatory authority contemplated or the CSEthreatened; (8) iv) since the Corporation having delivered respective dates as of which information is given in the Prospectus or any Supplementary Material (A) there has been no material change (financial or otherwise) in the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or control of the Company and the Subsidiaries (taken as a whole), and (B) no transaction has been entered into by the Company or any Subsidiary which is material to the Underwriters evidence Company and the Subsidiaries (taken as a whole), other than as disclosed in the Prospectus or in any Supplementary Material; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with Applicable Securities Laws; (h) the Agents shall have received copies of correspondence indicating that the Company has obtained all necessary approvals for the issuance of the approval (or conditional approval) of Debentures and the listing and posting for trading of the Listed Securities Underlying Shares to be listed on the CSETSX, subject only to satisfaction by the Corporation of standard listing conditionsStandard Listing Conditions; (9i) the Corporation complying with representations and warranties of the Company contained in this Agreement will be true and correct in all material respects (except for those that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) at and as of its the Closing Time on the Closing Date, as if such representations and warranties were made at and as of such time and all agreements, covenants and obligations under conditions required by this Agreement required to be performed, complied with or satisfied by the Company at or prior to the Closing Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.on

Conditions of Closing. The Underwriters' ’ obligation to purchase the Offered Securities Shares pursuant to this Agreement (including the obligation to complete the purchase of the Base Shares and the Over-Allotment Shares, as the case may be) shall be subject to the following conditions: (1) The the Underwriters receiving at the Time of Closing, favourable Closing a legal opinions opinion from ▇▇▇▇▇▇▇▇ Stikeman Elliott LLP, counsel to the Corporation (who may rely onrely, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces Provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), with respect to the effect matters set forth below: (a) the existence and corporate power of the Corporation is a corporation validly incorporated to enter into and existing perform its obligations under this Agreement; (b) the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity of the Corporation to carry on business, business and to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital existence of the CorporationOromin Explorations Ltd.; (d) all necessary the corporate action has been taken by the Corporation power and capacity of Oromin Explorations Ltd. to authorize the execution carry on business and delivery of this Agreement, the Warrant Indenture to own and the Broker Warrant Certificate lease its properties and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable lawassets; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof performance by the Corporation of this Agreement and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize that the execution and delivery of each filing of the Preliminary Prospectus and the Final Prospectus being authorized by all necessary corporate action on the part of the Corporation; (and any Supplementary Materialf) and the filing thereof with qualification of the Securities Commissions Corporation to carry on business as an extra-provincial corporation in each of the Qualifying Jurisdictions; (g) that the Offered Shares have been validly issued execution and delivery of and performance by the Corporation of this Agreement does not constitute or result in a violation or breach of or a default under its articles of incorporation, as fully paid and nonamended, or by-assessable Common Shareslaws, any laws of general application in the Qualifying Jurisdictions or, to the knowledge of Stikeman Elliott LLP, any judgment, order or decree of any court, agency, tribunal, arbitrator or other authority to which the Corporation is subject; (h) that no authorization, consent or approval of, or filing, registration, qualification or recording with, any Governmental Authority having jurisdiction in the Warrants have been duly and validly created and issued Qualifying Jurisdictions is required by the Corporation in accordance connection with the provisions execution and delivery of or performance by the Warrant IndentureCorporation of this Agreement; (i) the Additional Securities have that this Agreement has been duly executed and validly authorizeddelivered by the Corporation as a matter of corporate law in compliance with the laws of its jurisdiction of incorporation, namely Canada, and with the Additional Offered Shares have been allotted provisions of its certificate and reserved for issuance articles of incorporation, as amended, and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, nonits by-assessable Common Shareslaws; (j) the Warrant Shares that this Agreement constitutes a legal, valid and the Additional Warrant Shares issuable upon the exercise binding agreement of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued Corporation enforceable against it in accordance with its terms under the provisions laws of Ontario; (k) the authorized capital of the Warrant Indenture Corporation; (l) the authorized capital of Oromin Explorations Ltd.; (m) the issuance of the Offered Shares having been authorized by all necessary corporate action on the part of the Corporation; (n) subject to receipt of payment in full for them, that the Offered Shares will be validly issued as fully paid and non-assessable Common Sharesassessable; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (mo) all necessary documents have having been filed, all necessary requisite proceedings have having been taken and all necessary authorizations, approvals, permits, consents and orders have authorizations having been obtained by the Corporation under the applicable Canadian Securities Laws securities laws of the Qualifying Jurisdictions to permit qualify the distribution of the Offered Securities Shares and the Over-Allotment Option, and if the Over-Allotment Option is exercised in accordance with its terms, the Over-Allotment Shares: (i) to be offered, sold and delivered the public in the Qualifying Jurisdictions by or through investment dealers or brokers duly registrants registered under the applicable Canadian Securities Laws securities laws of the Qualifying Jurisdictions who comply have complied with the relevant provisions of such laws applicable legislation; and (ii) to such registrants purchasing as principals, provided that, in both cases, the Preliminary Prospectus and the terms of such registration Final Prospectus are delivered to purchasers and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance filed with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws regulators in each of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with applicable Canadian securities laws and the terms and conditions of applicable fees are paid within the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictionsprescribed time periods; (p) the first trade accuracy of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained statements under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each heading of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "entitled “Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate”, subject to the assumptions, qualifications, limitations and qualifications restrictions set out therein; (uq) subject only to the standard listing conditionsStandard Listing Conditions, the Listed Securities Offered Shares have been conditionally listed or approved for listing on the CSETSX; and (vr) the reporting issuer status of the Corporation in the Qualifying Jurisdictions; all subject to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; customary assumptions and qualifications and in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, receiving at the Time of Closing, Closing the favourable legal opinion dated the Closing Date from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities Shares offered and sold in the United States in accordance with this Agreement (including Schedule "A" “B” hereto), if any, ) will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, receiving at the Time of Closing, Closing the favourable legal opinions opinion dated the Closing Date from legal Hardy Bowen, Australian counsel for the Corporation, to the Corporation acceptable effect that (a) no prospectus is required under Australian Securities Laws in Australia in connection with the Offered Shares (or CDIs in respect of those Offered Shares) offered and sold in Australia in accordance with this Agreement; and (b) as to such other matters as the Underwriters may reasonably require in relation to the UnderwritersOffering in Australia, regarding each of its Subsidiaries in a form acceptable and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receivingreceiving certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, the grant of the Over-Allotment Option, and, as applicable, the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of signing officers for the Corporation; (5) the Underwriters receiving certificates of status and/or compliance for the Corporation and Oromin Explorations Ltd., each dated within one (1) Business Day prior to the Closing Date; (6) the Underwriters receiving at the Time of Closing, an auditors Closing a “bring down” comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPeach of the current and prior auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter letters referred to in Section 5(1)(c) hereof4(1)(c); (57) the Underwriters receiving from the Corporation at the Time of Closing, a certificate of the Corporation dated the Closing Date, addressed to the Underwriters Date and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or the Common Shares has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (b) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by either the Corporation or the Subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; (c) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Securities Laws; (d) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date;Time of Closing; and (be) the representations and warranties of the Corporation set forth contained in this Agreement are true Agreement, and correct at in any certificates of the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject Corporation delivered pursuant to the qualifications and provisions contained thereinor in connection with this Agreement, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents Closing as if such representations and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters warranties were made as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, after giving effect to the transactions contemplated hereby; (8) the Underwriters receiving at the Time of Closing a certificate from National Securities Administrators Ltd. Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at the end of business day on the date Business Day prior to the Closing Date; (79) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities Shares (or CDIs in respect of the Offered Shares) or any of the Corporation's ’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority authority, the TSX or the CSEASX; (8) 10) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities Offered Shares on the CSETSX, subject only to satisfaction by the Corporation of standard listing conditionsStandard Listing Conditions; (911) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (1112) the Underwriters not having exercised any rights of termination set forth herein; and (1213) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation to purchase amendment and restatement of the Offered Securities Original Loan Agreement pursuant to this Subordinated Loan Agreement shall be is subject to the following conditions: (1) The Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth belowconditions precedent: (a) The Subordinated Agent shall have received copies of each of the Corporation is a corporation validly incorporated following documents in form and existing content satisfactory to the Subordinated Agent and its counsel, duly executed by the parties thereto and, where applicable, acknowledged: (i) The Subordinated Loan Documents. (ii) Opinions of counsel to the Borrower delivered on the Effective Date and on the Closing Date as the Subordinated Agent may request and that are acceptable to the Subordinated Agent addressing the existence and good standing of the Borrower and each Subsidiary, the authorization of the Subordinated Loan Documents, the enforceability of the Subordinated Loan Documents and the perfection of the liens under the Business Corporations Act Subordinated Loan Documents, the absence of conflicts with law, other material agreements, and court orders, the absence of litigation, and such other matters as the Subordinated Agent may request. (British Columbiaiii) Certificates, dated as of the Effective Date, of the Secretary or an Assistant Secretary of each of the Borrower and has all requisite corporate power the Subsidiaries (A) certifying as true, complete and capacity correct the charter and by-laws of the Borrower and each Subsidiary, and resolutions of the Board of Directors of the Borrower and each respective Subsidiary attached thereto, (B) as to carry on businessthe absence of proceedings or other action for dissolution, liquidation or reorganization of the Borrower and each Subsidiary, (C) as to own the incumbency of the officers of the Borrower and lease its properties the Subsidiaries who shall have executed instruments, agreements, and assets;other documents in connection with the transactions contemplated hereby or by the Subordinated Loan Documents, and (D) covering such other matters, and with such other attachments thereto, as the Subordinated Agent may request, and such certificate and the attachments thereto shall be satisfactory in form and substance to the Subordinated Agent. (iv) Original Certificates of Title to each of the certificated vehicles owned by the Borrower or any of the Subsidiaries, each endorsed by the applicable Subordinated Loan Party to evidence that such vehicle is subject to a security interest in favor of the Subordinated Agent for the benefit of the Subordinated Lenders. (v) All other documents reasonably requested by the Subordinated Agent in connection with the transaction contemplated by this Subordinated Loan Agreement. (b) Each of the Corporation has all necessary corporate power and authority to executeMortgages, deliver and perform its obligations under this Agreement and to issue and sell the Offered SecuritiesFinancing Statements, and grant the Over-Allotment Option; (c) the authorized and issued capital Certificates of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it Title referenced in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: subparagraph (a) above, and any other document reasonably required by the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part Subordinated Agent to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties filed of the Corporation set forth in this Agreement are true and correct at the Closing Daterecord, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered filed of record with the appropriate party in order to put third parties on notice of the liens, security interests or other rights granted by the Corporation Subordinated Loan Parties in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentCollateral.

Conditions of Closing. The Underwriters' obligation to purchase the Offered Securities pursuant to this Agreement shall be subject to the following conditions: (1) The obligations of the Underwriters receiving and the Agents under this Agreement are subject to the accuracy of the representations and warranties of the Company contained in this Agreement both as of the date of this Agreement and the Closing Time, as the case may be, the performance by the Company of its obligations under this Agreement and receipt by the Broker Dealers, on behalf of the Underwriters and the Agents, at the Time of ClosingClosing Time, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada following, other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth provided below: (a) a favourable legal opinion dated the Corporation Closing Date from the Company’s Counsel, addressed to the Agents and the Underwriters, in form and substance satisfactory to the Broker Dealers, on behalf of the Agents and the Underwriters, acting reasonably, together with corresponding opinions (where relevant) of local counsel to the Company in relation to the laws of the Selling Jurisdictions in Canada in which the Offered Securities are sold; (b) a favourable legal opinion dated the Closing Date from the Company’s Counsel, addressed to the Agents and the Underwriters, in form and substance satisfactory to the Broker Dealers, on behalf of the Agents and the Underwriters, acting reasonably, (i) that each of the Company and each Company Material Subsidiary is a corporation company validly incorporated and existing under its jurisdiction of incorporation; (ii) that each of the Business Corporations Act (British Columbia) Company and Company Material Subsidiary has all requisite the corporate power and capacity to carry on businessits business and to own, to own lease and lease operates and its properties and assets; (b) assets and in respect of the Corporation has all necessary corporate power and authority Company, to execute, deliver and perform its obligations under this Agreement and the Transaction Agreements; (iii) with respect to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; Company and each Company Material Subsidiary; (div) all necessary corporate action has been taken by the Corporation to authorize that the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate Transaction Agreements and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered transactions contemplated by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option Transaction Agreements do not and will not result in a breach of or default underof, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles with, any of the Corporationterms, any conditions or provisions of the constitutional documents of the Company, the resolutions of the directors, officers or shareholders or directors of the Corporation, Company or any the laws of the Province of British Columbia law and federal law or the laws of Canada applicable therein; ; (fv) that all necessary corporate action has been taken by the Corporation Company to authorize the execution and delivery by it of each of the Preliminary Prospectus Transaction Agreements, any documents delivered thereunder and the Final Prospectus performance of its obligations under the Transaction Agreements; (vi) that all necessary corporate action has been taken by the Company to authorize the creation and any Supplementary Material) issue of the Offered Securities and the filing thereof Offered Securities have been or will be validly issued; and (vii) that each of the Transaction Agreements constitutes a legal, valid and binding obligation of, and is enforceable against, the Company in accordance with its terms (subject to bankruptcy, insolvency, or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution); (c) if any of the Offered Securities are offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters will have received at the Closing Time a customary and favourable legal opinion from U.S. counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the Securities Commissions offer, sale and initial resale of the Offered LIFE Units, provided, in each case, that such offer, sale and initial resale is made in compliance with this Agreement and the terms set out in Schedule “A” hereto and provided further that it is understood that no opinion is expressed as to any subsequent resale of any Offered LIFE Units or securities comprising part thereof. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Company and the Underwriters and the Agents set forth in this Agreement and Schedule “A” hereto, and upon the covenants, representation and warranties of any Purchasers in the Qualifying JurisdictionsUnited States or who are acting for the account or benefit of U.S. Persons or persons in the United States; (d) certificates or evidence of registration representing, in the aggregate, the Offered Securities issuable on such date registered in the name of CDS or its nominee or in such other name(s) as Canaccord Genuity will have directed; (e) a certificate from the Transfer Agent as to the number of Shares and Class B Shares issued and outstanding as at the end of the Business Day on the date prior to the Closing Date; (f) the Cash Commission and cash portion of the Corporate Finance Fee payable in accordance with Section 9(1); (g) satisfactory evidence of the Offered Shares payment of the TriView Corporate Finance Fee and the delivery of certificates or evidence of registration representing the Broker Special Warrants and Broker Warrants issuable to TriView, if applicable, issuable on such date and registered as TriView will have been validly issued as fully paid and non-assessable Common Sharesdirected; (h) evidence satisfactory that the Warrants Unit Shares, the Warrant Shares, the Broker Unit Shares, the Broker Unit Warrant Shares, have been duly and validly created and issued in accordance with conditionally approved for listing on the provisions Exchange, subject only to satisfaction of the Warrant Indenturecustomary conditions; (i) the Additional Securities have been duly and validly authorizeda certificate, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLPDate, United States counsel for the Corporation, to the effect that registration and signed on behalf of the Offered Securities offered Company, but without personal liability, by the Chief Financial Officer of the Company and sold in by the United States in accordance with this Agreement (including Schedule "A" hereto)Chief Executive Officer of the Company, if any, will not or such other officers of the Company as may be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form reasonably acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonablyAgents, certifying that: (ai) the Corporation has Company having complied with and satisfiedall the covenants, in all material respects, and satisfied all the terms and conditions conditions, in all material respects, of this Agreement on its part to be complied with or and satisfied at or prior to the such Closing DateTime; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (dii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, Company or prohibiting the sale of the Offered Securities or restricting any of the distribution of any Company’s issued securities has having been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authorityissued, and has not been rescinded, revoked or withdrawn, andno proceeding for such purpose, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated being pending or threatened; (eiii) the Corporation has made and/or obtained, at or prior subsequent to the Time date of Closingthis Agreement, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document there having not occurred a material change that could reasonably be expected to which the Corporation is result in a party or by which it is bound Material Adverse Effect in respect of the execution and delivery Company, or the coming into existence or discovery of a new material fact; (iv) subsequent to the date of this Agreement and Agreement, no material change relating to the consummation Company having occurred since the date of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus)this Agreement; and (fv) the representations and warranties of the Company contained in this Agreement, the Warrant Indenture, the Special Warrant Indenture, the Broker Special Warrant Certificates, the Broker Warrant Certificates and in any certificates of the Company delivered pursuant to or in connection with this Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Closing Time, with the same force and effect as if made on and as at such other matters Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties will be true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement. (j) a certificate dated the Closing Date signed on behalf of the Company, but without personal liability, by the Chief Financial Officer of the Company or another officer acceptable to the Underwriters and the Agents, acting reasonably, in form and content satisfactory to the Underwriters and the Agents, acting reasonably, with respect to the constating documents of the Company; the resolutions of the directors of the Company relevant to the Offering, including the allotment, issue (or reservation for issue) and sale of the Offered Securities, the authorization of this Agreement, the listing of the Unit Shares, the Warrant Shares, the Broker Unit Shares, the Broker Unit Warrant Shares, the Warrants and the Broker Unit Warrants on the Exchange and transactions contemplated by this Agreement; and the incumbency and signatures of signing officers of the Company; (k) a certificate of status (or equivalent) for the Company and each Company Material Subsidiary dated within one Business Day (or such earlier or later date as the Underwriters and the Agents may accept) of the Closing Date; and (l) all Authorizations or filings as may be reasonably requested required by any Governmental Authority, or any other third party necessary to complete the Underwriters sale of the Offered Securities as contemplated herein will have been made or their legal counsel.obtained; and (6m) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation Company or prohibiting the sale of the securities underlying the Offered Securities or any of the Corporation's Company’s issued securities being will have been issued and no proceeding for such purpose being will be pending or, to the knowledge of the CorporationCompany, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentRegulatory Authority.

Conditions of Closing. 9.1 The Underwriters' obligation of the Underwriters to purchase the Offered Securities pursuant to this Agreement shall Underwritten Shares will be subject to the following conditionsfollowing: (1a) The the Underwriters receiving having received at the Closing Time of Closinga legal opinion addressed to the Underwriters and their counsel dated and delivered the Closing Date from the Corporation’s Canadian Counsel, favourable legal opinions from ▇▇▇▇▇▇▇▇ ▇▇▇▇ Canada LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of and from local counsel acceptable (in respect of matters governed by laws of the Qualifying Jurisdictions where the Corporation’s Canadian counsel is not qualified to counsel practice law), in each case in form and substance satisfactory to the Underwriters as and their counsel, acting reasonably, with respect to the qualification following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth belowthis nature: (ai) the Corporation is a “reporting issuer”, or its equivalent, in each of the provinces of British Columbia, Alberta and Ontario and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the provinces which maintain such a list; (ii) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) laws of the Province of Ontario and has all requisite corporate power and capacity to carry on businessits business as now conducted and to own, to own lease and lease operate its properties property and assets; (biii) the authorized and issued and outstanding capital of the Corporation; (iv) the rights, privileges, restrictions and conditions attaching to the Securities are accurately summarized in all material respects in the Prospectus; (v) the Underwritten Shares have been duly and validly authorized; (vi) upon full payment therefor, the Underwritten Shares will have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (vii) the form and terms of the definitive certificate representing the Common Shares and the Broker Warrants have been approved by the directors of the Corporation and comply in all material respects with the Business Corporations Act (Ontario) the articles and by-laws of the Corporation and the rules of the TSXV and the NYSE; (viii) the Corporation has all necessary corporate power and authority capacity: (i) to executeexecute and deliver this Agreement and perform its obligations under this Agreement; and (ii) to issue and sell the Underwritten Shares; (ix) the issuance of the Common Shares underlying the Broker Warrants to the Underwriters upon the due exercise of the Broker Warrants in accordance with their terms and conditions is exempt from the prospectus requirements under Applicable Securities Laws; (x) the first trade in, or resale of the Common Shares issuable upon the exercise of the Broker Warrants is not subject to the prospectus requirements of the Applicable Securities Laws; (xi) all necessary corporate action has been taken by the Corporation to authorize and reserve for issuance the Common Shares underlying the Broker Warrants and, upon due exercise of the Broker Warrants and payment of the exercise price therefor in accordance with its terms, the Common Shares underlying the Broker Warrants will be validly issued as fully-paid and non-assessable Common Shares; (xii) the Corporation has all necessary corporate power and capacity: (A) to execute and deliver this Agreement and the Broker Warrant certificates, and perform its obligations under this Agreement and the Broker Warrant certificates, and (B) to issue and sell the Offered Securities, and grant the Over-Allotment OptionUnderwritten Shares; (cxiii) all necessary corporate action has been taken by the authorized Corporation to authorize the execution and issued capital delivery of each of the CorporationPreliminary Prospectus, the Prospectus Amendment, the Final Prospectus and, if applicable, any Supplementary Material and the filing thereof with the Securities Commissions and to authorize the delivery of the U.S. Private Placement Memorandum; (dxiv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and certificates, this Agreement, the Warrant Indenture Agreement and the Broker Warrant Certificate certificates have each been duly executed and delivered by the Corporation and this Agreement and the Broker Warrant certificates each constitute a legal, valid and binding obligations obligation of the Corporation enforceable against it in accordance with their respective its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable lawlaws; (exv) the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Broker Warrant Certificates and certificates, the fulfilment fulfillment of the terms hereof and thereof by the Corporation and the offering, issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option Underwritten Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the notice terms, conditions or provisions of articles and the articles or by-laws of the Corporation, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation, Corporation or any British Columbia law and federal law applicable thereinlaws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (gxvi) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) Transfer Agent is the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (sxvii) National all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained and all necessary requirements of Applicable Securities Administrators Ltd., at its principal office located Law have been fulfilled to qualify the distribution of the Over-Allotment Option and the Underwritten Shares in Vancouver, British Columbia has been appointed as each of the Warrant Agent Qualifying Jurisdictions through persons who are registered under Applicable Securities Laws and who have complied with the Warrant Indenturerelevant provisions of such applicable laws; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (uxviii) subject only to the standard listing conditions, the Listed Securities Underwritten Shares and the Common Shares underlying the Broker Warrants, if and when issued, have been conditionally listed or approved for listing on the CSETSXV; (xix) the Underwritten Shares and the Common Shares underlying the Broker Warrants, if and when issued, have been listed on the NYSE, subject only to official notice of issuance on the NYSE; (xx) as to the accuracy of the statements in the Prospectus under the heading “Eligibility For Investment”; (xxi) no consent, approval, authorization, order, registration or qualification of, or filing, registration or recording with, any court, regulatory body or government agency or body under the laws of Ontario and the federal laws of Canada is required for the consummation by the Corporation of the transactions contemplated by this Agreement, except for those which may be required and have been obtained under the Applicable Securities Laws of Ontario; and (vxxii) as to such all other legal matters as may reasonably be requested by counsel to the Underwriters no less than 48 at least forty-eight (48) hours prior to the Time Closing Time. In connection with such opinion, counsel to the Corporation may rely on the opinions of Closing; local counsel in a form the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Underwritten Shares or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) if any Underwritten Shares and Additional Shares, if applicable, are offered by the Underwriters through their U.S. Affiliates or a Selling Firm in transactions requiring an exemption from the registration requirements under the U.S. Securities Act, the Underwriters shall receive at the Closing Time a legal opinion addressed to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion counsel dated and delivered the Closing Date from ▇▇the Corporation’s U.S. counsel, ▇▇▇▇▇▇ & Whitney LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect that registration of the Underwritten Shares and the Additional Shares, if applicable, under the U.S. Securities Act is not required for the offer and sale of the Underwritten Shares and the Additional Shares, if applicable, in the United States in the manner contemplated by this Agreement; (3c) the Underwriters receiving, having received at the Closing Time of Closing, favourable legal opinions from legal counsel addressed to the Corporation acceptable to Underwriters and their counsel dated and delivered the Underwriters, regarding each of its Subsidiaries Closing Date from foreign counsel in a form and content acceptable to the Underwriters and their legal counsel, acting reasonably, with respect to the effect set out belowMaterial Subsidiary relating to: (i) the due incorporation and good standing under the laws of the applicable jurisdiction and qualification to carry on business in such jurisdictions where the Material Subsidiary carries on business; (ii) the issued and outstanding share capital; (iii) the ownership of the issued and outstanding shares; and (iv) such other matters as the Underwriters may require, acting reasonably; (d) the Underwriters having received at the Closing Time a favourable legal opinion addressed to the Underwriters and their counsel dated and delivered the Closing Date from DRC counsel in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the title of the Ngayu Project and the North Kivu Project as well as the Corporation’s ability to conduct the activities it is presently and anticipated to be conducting in respect thereof; (e) the Underwriters having received a certificate dated the Closing Date signed by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation or any other senior officers of the Corporation, on behalf of the Corporation and not in his personal capacity, as may be acceptable to the Underwriters, acting reasonably, with respect to: (ai) the Subsidiary having been incorporated articles and existing under its jurisdiction by-laws of incorporationthe Corporation; (bii) the Subsidiary having resolutions of the corporate capacity Corporation’s board of directors relevant to the issue and power sale of the Underwritten Shares to own be issued and lease its properties sold by the Corporation and assets the authorization of the other agreements and to conduct its business as described in the Prospectustransactions contemplated herein; and (ciii) as to the authorized incumbency and issued share capital signatures of signing officers of the Subsidiary and to the ownership thereofCorporation; (4f) the Corporation causing the Auditors to deliver to the Underwriters receivinga comfort letter, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPDate, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two (2) Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(cSubsection 4.1(ii) hereof; (5g) a certificate of the Corporation having delivered to the Underwriters, at the Closing Time, certificates dated the Closing Date, Date addressed to the Underwriters and signed on by the Corporation's behalf by its President and Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying thatafter having made due enquiries: (ai) the Corporation has having complied with and satisfied, in all material respects, respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing DateTime; (bii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are herein being true and correct in all material respects as at the Closing DateTime, with the same force and effect as if made on and as at such timethe Closing Time after giving effect to the transactions contemplated hereby; (diii) receipts having been issued by the Securities Commission in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending trading in any securities the sale of the Corporation, or prohibiting or restricting Common Shares to be issued and sold by the distribution of any securities Corporation has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, issued and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose have been instituted or are pendingpending or, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (fiv) such other matters since the respective dates as may be reasonably requested of which information is given in the Prospectus (A) there having been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and (B) no transaction having been entered into by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting its Material Subsidiary which could reasonably be expected to have a Material Adverse Effect, other than as disclosed in the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE;Prospectus; and (8) h) the Underwriters shall have received copies of correspondence indicating that the Corporation having delivered has obtained all necessary approvals for the Underwritten Shares issuable by the Corporation to the Underwriters evidence of the approval be (or conditional approvali) of the listing and posting for trading of the Listed Securities conditionally listed on the CSETSXV, subject only to satisfaction by the Corporation of standard listing conditions, and (ii) listed on the NYSE, subject only to official notice of issuance on the NYSE; (9i) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture Underwriters shall have been received duly executed and delivered by the Corporation original Broker Warrant certificates in form and substance satisfactory to the Underwriters, acting reasonably; (11j) the Underwriters not having exercised any rights shall have received a certificate from the Transfer Agent as to the number of termination set forth hereinCommon Shares issued and outstanding as at the date immediately prior to the Closing Date; and (12k) the Underwriters having shall have received at a certificate of status or the Time equivalent in respect of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that and its subsidiaries issued by the Underwriters or their counsel shall reasonably request any appropriate regulatory authority in the jurisdiction in which such certificate or document within a reasonable period prior to the Time of Closing that entity is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentincorporated.

Conditions of Closing. The Underwriters' obligation to purchase the Offered Securities pursuant to Agents’ obligations under this Agreement shall be and the obligations of the Purchasers under the Subscription Agreements are conditional upon and subject to the accuracy, in all material respects, of the representations and warranties of the Corporation and of each of the Pacific Road Entities contained in this Agreement as of the date of this Agreement and as of the Time of Closing, the performance of the Corporation and each of the Pacific Road Entities of their respective obligations under this Agreement and to the satisfaction of each of the following conditions: (1) The Underwriters Agents receiving favourable legal opinions addressed to the Agents and the Pacific Road Entities (i) at the Time of ClosingClosing dated the Closing Date, favourable legal opinions from ▇▇▇▇▇▇ ▇▇▇▇ OR LLP, Canadian counsel to the Corporation (who may rely onCorporation, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions Ontario as set forth in Canada this Section 6(1); and (ii) at the Time of Closing dated the Closing Date, from local counsel with respect to matters in each Offering Jurisdiction in respect of which a distribution of Special Warrants to Purchasers under the Offering has occurred, other than the provinces Ontario, which counsel in which they are qualified to practice and turn may rely, to the extent appropriate in the circumstances, rely as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect, or substantially to the effect set forth belowbelow (for greater certainty, Vector Corporation Finance Lawyers in British Columbia shall include in its local counsel opinion matters related to corporate law governing the Corporation), in each case, subject to customary assumptions and qualifications: (a) the Corporation is a corporation validly having been incorporated and existing under the Business Corporations Act (laws of British Columbia; (b) and has all requisite there are no restrictions on the corporate power and capacity to carry on business, of the Corporation to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement assets and to issue and sell the Offered Securities, and grant the Over-Allotment Optionconduct its business as now currently conducted; (c) there are no restrictions on the corporate power and capacity of the Corporation to enter into the Documents and to carry out its obligations under the Documents; (d) the Corporation is a reporting issuer or the equivalent thereof in British Columbia, Alberta and Ontario and is not on the list of defaulting issuers maintained by the Securities Commissions in those provinces; (e) the authorized and issued share capital of the Corporation; (df) all necessary corporate corporation action has been taken by the Corporation to authorize the execution and delivery by the Corporation of this Agreement, the Warrant Indenture and the Broker Warrant Certificate Documents and the performance by the Corporation of its obligations hereunder and thereunder and this Agreementunder the Documents, the Warrant Indenture and the Broker Warrant Certificate Documents have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to provided that enforcement may be limited by bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors' rights of creditors generally generally, that specific performance, injunctive relief and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted only in the discretion of a court of competent jurisdiction and jurisdiction, that enforcement rights of rights to indemnity, indemnity and/or contribution and waiver of contribution set out in this Agreement may be limited by applicable lawlaws and that provisions purporting to sever prohibited or unenforceable provisions without affecting the enforceability of the remainder of the agreement may be limited by applicable laws; (eg) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof Documents by the Corporation and the issuanceperformance of its obligations thereunder, including the issue, sale and delivery on the Closing Date of the Offered Securities and Special Warrants, to the grant of Agents or the Over- Allotment Option do not and will not result in a breach of or default underPurchasers, and do not and will not create a state of facts whichas the case may be, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with and do not result in a breach of: (i) any of the notice terms, conditions or provisions of articles and the articles or by-laws of the Corporation, ; or (ii) any resolutions laws of the shareholders or directors of Offering Jurisdictions that are applicable to the Corporation, or any British Columbia law and federal law applicable therein; (fh) all necessary corporate action having been taken by the Corporation to authorize the creation, execution, issuance and delivery of the Special Warrants; (i) the Special Warrants and the Underlying Securities having been duly and validly issued by the Corporation; (j) the offering, sale and issuance of the Special Warrants is exempt from the prospectus requirements of the Canadian Securities Laws, and no prospectus is required to be filed nor are any other documents required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Corporation under the Canadian Securities Laws to permit the offer, issue and sale of the Special Warrants by the Corporation to the Purchasers in the Offering Jurisdictions, except for the filing by the Corporation within 10 days of the Closing of a report in Form 45-106F1, prepared in accordance with applicable Canadian Securities Laws, with securities regulators in each applicable Qualifying Provinces and together with the requisite filing fees; and (k) such other matters as the Agents’ legal counsel may reasonably request prior to the Time of Closing; (2) The Agents receiving a favourable legal opinion at the Time of Closing dated the Closing Date, from: (i) Osler, ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Pacific Road Entities, as to matters governed by the laws of Ontario as set forth in this Section 6(2); and (ii) at the Time of Closing dated the Closing Date, from local counsel with respect to matters in Australia and Belgium, which counsel in turn may rely as to matters of fact on certificates of officers or of public officials, to the effect, or substantially to the effect set forth below, in each case subject to customary assumptions and qualifications: (a) each Pacific Road Entity has been validly organized, is subsisting under the laws of its jurisdiction of formation and has the capacity to enter into and perform its obligations under the Documents and to complete the transactions contemplated by the Documents; (b) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by each of Pacific Road Entities of the Documents and the performance by each of the Preliminary Prospectus Pacific Road Entities of its obligations thereunder, and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants Documents have been duly executed and validly created delivered by each Pacific Road Entity and issued constitute a legal, valid and binding obligation of each Pacific Road Entity enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors' rights generally, that specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction, that rights of indemnity and/or contribution may be limited by applicable laws and that provisions purporting to sever prohibited or unenforceable provisions without affecting the enforceability of the Warrant Indenture;remainder of the agreement may be limited by applicable laws; and (c) the execution and delivery of the Documents by each of the Pacific Road Entities and the performance of its obligations thereunder, do not and will not conflict with and do not result in a breach of: (i) the Additional Securities have been duly and validly authorizedany terms, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise conditions or provisions of the Over- Allotment Option and receipt constating documents of payment of the consideration therefor, the such Pacific Road Entity; or (ii) any law applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Sharesto such Pacific Road Entity; (j3) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at At the Time of Closing, the favourable legal opinion Agents and the Pacific Road Entities shall have received an opinion, dated the Closing Date from ▇▇▇▇▇▇▇▇ LLPDate, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Mexican counsel for the Corporation, in form and substance satisfactory to counsel for the Underwriters, Agents acting reasonably, bringing forward to a date not more than two Business Days prior as to the Closing Date Corporation’s Mexican subsidiaries and as to the information contained in title and ownership interest of the comfort letter referred to in Section 5(1)(c) hereofCorporation and its subsidiaries of the San Francisco Gold Mine and its other Mexican properties; (54) a certificate The Agents having received certificates at the Time of the Corporation Closing dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer any senior officer or such other senior officers director of the Corporation and by any director or officer of each of the Pacific Road Entities, in form and content satisfactory to the UnderwritersAgents and their counsel, acting reasonably, certifying thatincluding with respect to: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Dateconstating documents; (b) the representations and warranties resolutions or similar authorizations of the Corporation set forth in this Agreement are true Documents and correct at the Closing Date, as if made at such time;other transactions contemplated by the Documents; and (c) the Due Diligence Session Responses, subject to the qualifications incumbency and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such timesignatures of its signing officers; (d5) no order, ruling or determination The Corporation having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, delivered to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receivingAgents, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to of compliance under applicable law for the number Corporation, dated within two (2) days of Common Shares issued and outstanding as at the end such closing date; (6) The Agents not having exercised any rights of business day on the date prior to the Closing Datetermination set forth in Section 11; (7) at At the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities Special Warrants or any of the Corporation's ’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSEin Canada; (8) The Subscription Agreements, at the Corporation having Time of Closing, shall have been executed and delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditionsand each Pacific Road Entity in form and substance satisfactory to the Agents and their counsel, acting reasonably; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the The Special Warrant Indenture shall have been executed and delivered by the Special Warrant Agent, the Corporation and each Pacific Road Entity in form and substance satisfactory to the UnderwritersAgents and their counsel, acting reasonably; (10) All action required to be taken by or on behalf of the Corporation and each Pacific Road Entity, including the passing of all requisite resolutions, if applicable, and all requisite filing with any Governmental Authority or Securities Commission shall have occurred at or prior to the Time of Closing so as to validly authorize the execution of the Documents and to sell and distribute the Special Warrants; (11) On or before the Underwriters not Time of Closing, the Pacific Road Entities having exercised any rights deposited the Common Shares with the Special Warrant Agent in accordance with Section 2(7) of termination set forth hereinthis Agreement; and (12) the Underwriters The Agents having received at the Time of Closing Closing, such further certificates, opinions of counsel and other documentation from the Corporation or the Pacific Road Entities as may be contemplated herein, provided, however, that herein or as the Underwriters Agents or their counsel shall may reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentrequest.

Conditions of Closing. The Underwriters' ’ obligation to purchase the Offered Securities Units pursuant to this Agreement (including the obligation to complete the purchase of the Initial Units and the Over- Allotment Units, as the case may be) shall be subject to the following conditionsconditions having been met at the Closing Time: (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities Units for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetslaws of the Province of Ontario; (b) the Corporation has all necessary the corporate power and authority corporate capacity under the constating documents of the Corporation to execute(i) carry on its business and activities and to own, lease and operate its properties and assets, as described in the Prospectus, (ii) execute and deliver the Agreement, the Warrant Indenture and the Warrant certificates, as applicable, and the Compensation Warrant Certificates and perform its obligations under this Agreement hereunder and to thereunder, (iii) create, offer, issue and sell the Offered SecuritiesUnits, (iv) create and issue the Compensation Warrants, and (v) grant the Over-Allotment OptionOption to the Underwriters; (c) as to the authorized share capital of the Corporation and issued capital that the Prospectus describes, in all material respects, the attributes of the Common Shares of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Agreement, the Warrant Indenture and the Compensation Warrant Certificates and the performance by the Corporation of its obligations under this Agreement, the Warrant Indenture and the Broker Compensation Warrant Certificate and the performance of its obligations hereunder and thereunder Certificates, and this Agreement, the Warrant Indenture and the Broker Compensation Warrant Certificate Certificates have each been duly authorized, executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement Agreement, the Warrant Indenture and the Compensation Warrant Certificates may be limited by applicable lawLaw; (e) the execution and delivery of this the Agreement, the Warrant Indenture and the Broker Compensation Warrant Certificates and the fulfilment of the terms hereof and thereof performance by the Corporation of its obligations hereunder and thereunder, including the issuance, sale and delivery of the Offered Securities Securities, as applicable, and the grant of the Over- Over-Allotment Option in accordance with the Agreement, the Warrant Indenture and the Compensation Warrant Certificates, do not and will not result in a breach of of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors under (i) constating documents of the Corporation, or (ii) any British Columbia law and federal law applicable thereinSecurities Laws having force in the Province of Ontario; (f) all necessary corporate action has been taken by the Corporation to authorize (i) the execution and delivery of each signing by the Corporation of the Preliminary Prospectus, Amended Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in and (ii) the Qualifying Jurisdictionsapplication for the listing of the Offered Units on the Exchange; (g) the Offered Unit Shares have been validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (h) the Unit Warrants and Compensation Warrants have been duly and validly created and issued in accordance with the provisions as warrants of the Warrant IndentureCorporation; (i) the Additional Securities Over-Allotment Warrants have been validly authorized, allotted and reserved for issuance and will, upon due exercise of the Over-Allotment Option and payment of the consideration thereof, be issued as warrants of the Corporation; (j) the Over-Allotment Shares have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon due exercise of the Over- Over-Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, nonOver-assessable Common Shares; (j) the Warrant Allotment Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (k) the Broker Warrants Warrant Shares, the Over-Allotment Warrant Shares and the Compensation Shares have been duly and validly created authorized, allotted and issued reserved for issuance, and upon due exercise of the Unit Warrants, the Over-Allotment Warrants and the Compensation Warrants, as applicable, and payment of the consideration therefor, in accordance with their respective terms, the provisions of Warrant Shares, the Broker Warrant Certificate; (l) the Broker Over-Allotment Warrant Shares issuable upon and the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate Compensation Shares will be validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (ml) all necessary documents have been filed, all necessary requisite proceedings have been taken and all necessary authorizations, approvals, permits, permits and consents and orders have been obtained by the Corporation under Canadian the Securities Laws in order to permit qualify the distribution of the Offered Securities to be offered, sold and delivered Units in the Qualifying Jurisdictions by or through investment dealers or brokers who are duly and properly registered in the appropriate category under the Securities Laws and who have complied with all relevant provisions of such Securities Laws and the terms of their registration; (m) the issuance of the Warrant Shares issuable upon due exercise of the Warrants and the Over-Allotment Warrants and the issuance of Compensation Shares upon due exercise of the Compensation Warrants will be exempt from, or will not be subject to, the prospectus requirements of applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders consents or authorizations of regulatory authorities required to be obtained under the applicable Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securitiesto permit such issuance; (qn) the Corporation (i) is a “reporting issuer, or its equivalent, ” in each of the provinces of British Columbia and Columbia, Ontario and it Alberta, and (ii) is not noted on the list of defaulting reporting issuers maintained published by the regulatory authorities in the provinces of British Columbia or OntarioSecurities Commissions; (ro) National Securities Administrators Ltd.the Unit Shares, at its principal office located the Warrant Shares and the Compensation Shares have been conditionally approved for listing on the Exchange, subject to the Corporation fulfilling all of the requirements of the Exchange and the Standard Listing Conditions including those set forth in Vancouver, British Columbia, the Exchange letter; (p) TSX Trust Company has been duly appointed as the registrar and transfer agent for of the Common Shares; Shares of the Corporation and as of the Closing Time, TSX Trust Company (sor such other party as the Corporation and the Co-Lead Underwriters may mutually agree upon as Warrant Agent) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been will be duly appointed as the Warrant Agent warrant agent under the Warrant Indenture;; and (tq) subject to the limitations, qualifications and assumptions set out therein, the statements set forth in the Final Prospectus under the headings "heading “Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" ” are true, complete and accurate, subject to accurate summaries of the limitations and qualifications set out matters discussed therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form and substance acceptable to counsel to the Underwriters and their its counsel, acting reasonably. (2) if applicable, the Underwriters receiving, shall have received at the Closing Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Actopinions, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate dated as of the Corporation dated the Closing Date, addressed from counsel to the Underwriters Corporation in the jurisdiction of existence of each of the Subsidiaries, which counsel in turn may rely, as to matters of fact, on certificates of public officials and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory each Subsidiary, as appropriate, with respect to the Underwriters, acting reasonably, certifying that: following matters: (a) such Subsidiary is a corporation existing under the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties laws of the Corporation set forth jurisdiction in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authoritywhich it exists, and has not been rescindedall requisite corporate power to carry on its business as now conducted and to own, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents lease and acceptances of applicable regulatory authorities operate its property and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus)assets; and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation of the Underwriters under this Agreement to purchase the Offered Securities pursuant to this Agreement at the Closing Time and at any Option Closing Time (in the event that the Over-Allotment Option is exercised by the Lead Underwriter) shall be subject to the satisfaction of each of the following conditions:conditions (it being understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance of the Corporation, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of them): (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ & Berlis LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) OBCA and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsnot been dissolved under the OBCA; (b) the Corporation has all necessary the corporate power and authority corporate capacity under the OBCA and the constating documents of the Corporation to execute(i) carry on its Business and activities and to own, lease and operate its properties and assets, as described in the Prospectus, (ii) execute and deliver the Transaction Documents and Offering Documents, as applicable, and perform its obligations under this Agreement hereunder and to thereunder, (iii) create, offer, issue and sell the Offered Securities, (iv) create, offer, issue and deliver the Compensation Securities, and (v) grant the Over-Allotment Option;Option to the Underwriters; 40 (c) as to the authorized share capital of the Corporation and issued capital that the Prospectus describes, in all material respects, the attributes of the Common Shares, Warrants and preferred shares of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreementthe Transaction Documents, the Warrant Indenture and the Broker Warrant Certificate and the performance by the Corporation of its obligations hereunder and thereunder and this Agreement, under the Warrant Indenture Transaction Documents and the Broker Warrant Certificate Transaction Documents have each been duly authorized, executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation Corporation, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement and the Warrant Indenture may be limited by applicable lawApplicable Laws; (e) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material and the filing of such documents, as applicable, under Canadian Securities Laws; (f) the execution and delivery of this Agreement, the Warrant Indenture Transaction Documents and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof performance by the Corporation and of its obligations thereunder, including the issuance, sale and delivery of the Offered Securities Securities, the issuance and delivery of the Broker Warrants and the grant of the Over- Over-Allotment Option in accordance with the terms of the Transaction Documents, do not and will not result in a breach of of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with the notice of articles and the articles under (i) constating documents of the Corporation, any (ii) resolutions of the directors or shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (fiii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying JurisdictionsOBCA; (g) the Offered Unit Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Unit Warrants have been duly and validly created and issued in accordance with the provisions as warrants of the Warrant IndentureCorporation; (i) the Additional Securities Broker Unit Warrants have been authorized and allotted for issuance; (j) the Broker Warrants have been validly created and issued as warrants of the Corporation; (k) the Over-Allotment Option has been duly and validly authorized and granted by the Corporation, and the Over-Allotment Shares and Over-Allotment Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Corporation and, upon the exercise of the Over-Allotment Option, including receipt by the Corporation of 41 payment in full therefor, the Over-Allotment Shares and Over-Allotment Warrants will be duly and validly created, authorized, issued and outstanding and the Over- Allotment Shares will be fully paid and non-assessable shares; (l) the Warrant Shares, the Over-Allotment Warrant Shares, the Broker Shares and Broker Unit Shares have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance issuance, and upon due exercise of the Over- Allotment Option and receipt of payment of the consideration thereforUnit Warrants, the applicable Additional Securities will be validly issued Over-Allotment Warrants, Broker Warrants and Broker Unit Warrants, as fully paid and, if applicable, non-assessable Common Shares; (j) in accordance with their respective terms, the Warrant Shares, the Over-Allotment Warrant Shares, the Broker Shares and the Additional Warrant Broker Unit Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) shares in the Broker Warrants have been duly and validly created and issued in accordance with the provisions capital of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common SharesCorporation; (m) all necessary documents have been filed, all necessary requisite proceedings have been taken and all necessary authorizations, approvals, permits, permits and consents and orders have been obtained by the Corporation under Canadian Applicable Securities Laws in order to permit qualify the distribution of the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers who are duly and properly registered in the appropriate category under the applicable Canadian Securities Laws and who comply have complied with the all relevant provisions of such laws Securities Laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriterstheir registration; (n) the issuance and delivery of the Warrant Shares and the Additional Over-Allotment Warrant Shares by the Corporation issuable upon valid exercise of the Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant IndentureOver-Allotment Warrants, respectivelyas applicable, is will be exempt from the prospectus requirements of applicable Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (o) the issuance of regulatory authorities the Broker Shares and Broker Unit Warrants issuable upon exercise of the Broker Warrants and the Broker Unit Shares issuable upon the exercise of the Broker Unit Warrants will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (p) the first trade in, or resale of, the Warrant Shares, the Over-Allotment Warrant Shares, the Broker Shares and the Broker Unit Shares is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with the first any such trade by the Underwritersor resale, provided that the trade or resale is not a "control distribution distribution" (as defined in National Instrument 45-102 – Resale of Securities); (q) the Corporation is a "reporting issuer, or its equivalent, " under Canadian Securities Laws in each of the provinces of British Columbia and Ontario Qualifying Jurisdictions and it is not noted on listed as in default of applicable Canadian Securities Laws in any of the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario;Qualifying Jurisdictions which maintain such a list; 42 (r) National Securities Administrators Ltd.the Unit Shares, at its principal office located the Warrant Shares, the Over-Allotment Shares, the Over- Allotment Warrant Shares, the Broker Shares and the Broker Unit Shares have been approved for listing on the Exchange, subject to the Corporation fulfilling all of the requirements of the Exchange, including those set forth in Vancouver, British Columbia, has been appointed as any conditional approval letter of the registrar and transfer agent for the Common SharesExchange; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia Odyssey Trust Company has been duly appointed as registrar and transfer agent of the Warrant Agent Common Shares and as warrant agent under the Warrant Indenture; (t) subject to the limitations, qualifications and assumptions set out therein, the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" ", insofar as they purport to describe the provisions of the laws referred to therein, are true, complete and accurate, subject to fair summaries of the limitations and qualifications set out matters discussed therein; (u) subject only to the standard listing conditions, attributes of the Listed Offered Securities have been conditionally listed or approved for listing on and the CSECompensation Securities conform in all material respects with the description thereof contained in the Final Prospectus; and (v) to such other matters as may reasonably be requested the form of Broker Warrant Certificate has been duly approved and adopted by the Underwriters no less than 48 hours prior to board of directors of the Time Corporation and complies in all material respects with the constating documents of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory acceptable to the Underwriters and their counsel, acting reasonably; (32) the Underwriters receiving, at the Time of Closing, favourable receiving legal opinions from legal counsel to the Corporation acceptable each Subsidiary (who may rely, to the Underwritersextent appropriate in the circumstances, regarding as to matters of fact on certificates of officers, public and exchange officials related to each of its Subsidiaries Subsidiary), in a form and substance acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out forth below, subject to customary assumptions, qualifications and limitations: (a) the Subsidiary such Subsidiaries having been incorporated and existing under its jurisdiction the Applicable Laws of their respective jurisdictions of incorporation; (b) the Subsidiary such Subsidiaries having the corporate capacity and power to own and lease its their properties and assets and to conduct its business their Business as described in the Prospectus; andcurrently being conducted; (c) as to the authorized and issued share capital of the Subsidiary such Subsidiaries and to the ownership thereof; and (d) such Subsidiaries being current with all corporate filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business, and having all necessary licences, leases, permits, authorizations and other approvals necessary to permit them to conduct their respective Business as currently conducted; (3) if any of the Offered Securities are offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters shall have received at the Closing Time a customary and favourable legal opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special United States counsel to the Corporation, dated the Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer, sale and resale of the Offered Securities, provided, in each case, that such offer, sale and resale and delivery of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is made in compliance with this Agreement and the terms set out in Schedule "B" hereto and provided further that it is understood that no opinion is expressed as to any subsequent resale of any Offered Securities. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Corporation and the Underwriters set forth in this Agreement and Schedule "B" hereto, and upon the covenants, representation and warranties of any purchasers in the United States; (4) the Underwriters receivinghaving received a legal opinion addressed to the Underwriters and their counsel, at in form and substance satisfactory to the Time Underwriters, acting reasonably, dated as of Closingthe Closing Date, from counsel to the Corporation in Jamaica with respect to the applicable regulatory framework in Jamaica regarding the importation, sale and manufacture of Drug Products, including clinical trials related to such Drug Products and nutraceutical based medicines; (5) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Securities, the grant of the Over-Allotment Option, the issuance and delivery of the Compensation Securities and the authorization of this Agreement and the Warrant Indenture and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (6) the Underwriters receiving certificates of status and/or compliance, where issuable under Applicable Laws, for the Corporation and the Subsidiaries, each dated within one Business Day prior to the Closing Date; (7) the Underwriters receiving an auditors auditor's "bring down" comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPthe Corporation's Auditors, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c4(1)(d) hereof; (5) 8) the Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Corporation Closing Date; 44 (9) the Underwriters receiving an auditor's "bring down" comfort letter dated the Closing DateDate from the Former Auditors, addressed to the Underwriters in form and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(1)(e) hereof; (10) the Underwriters receiving a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that: (a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such timeTime; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of suspending the sale or ceasing or suspending the trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any other securities of the Corporation's Corporation (including the Common Shares and Warrants) has been issued securities being issued by any regulatory authority and is continuing in effect and no proceeding proceedings for such that purpose being have been instituted or are pending or, to the knowledge of the Corporationsuch officers, contemplated or threatened by any securities regulatory authority or the CSEauthority; (8) d) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), or capital of the Corporation having delivered to the Underwriters evidence of the approval on a consolidated basis, and (or conditional approvalB) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction no transaction has been entered into by the Corporation of standard listing conditionsor any Subsidiary which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; (9e) there has been no change in any material fact (which includes the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.d

Conditions of Closing. The Underwriters' obligation obligations of the Underwriters and the Purchasers to complete the purchase of the Offered Securities pursuant to this Agreement Units, and, if applicable, the Over-Allotment Units, shall be subject to the fulfilment before the Time of Closing of the following conditions: (1) The the Corporation shall have obtained all requisite regulatory approvals required to be obtained by the Corporation in respect of the Offering; (2) the Corporation shall have fully complied with all relevant statutory and regulatory requirements required to be complied with prior to the Time of Closing (including, without limitation, the regulatory requirements of the Exchange) in connection with the Offering; (3) the Corporation shall have received the conditional acceptance of the Exchange to proceed with the Offering and to list the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants, subject to the usual filing requirements of the Exchange; (4) the Corporation shall have filed a “Current AIF” (the “AIF”) as such term is defined in MI 45-102 and shall be a “qualifying issuer” as defined in MI 45-102; (5) the Corporation shall have taken all necessary corporate action to authorize and approve each of the Documents, the issuance of the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants, and all other matters relating thereto; (6) the Underwriters receiving and the Purchasers shall have received at the Time of Closing, Closing a favourable legal opinions from ▇▇▇▇▇▇▇▇ LLPopinion of DuMoulin Black, counsel to the Corporation (who may rely onCorporation, or local counsel to the extent appropriate in the circumstances, or alternatively provide directly Corporation addressed to the UnderwritersUnderwriters and the Purchasers, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation)Underwriters, to the effect set forth belowthat: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) laws of its jurisdiction of incorporation and has all requisite corporate power and capacity is qualified to carry on businessbusiness under the laws of Ontario, to own British Columbia and lease its properties and assetsQuebec, as applicable; (b) the Corporation has all necessary requisite corporate capacity, power and authority to execute, deliver and perform its obligations under this Agreement conduct the business as now conducted by it and to issue and sell the Offered Securities, and grant the Over-Allotment Optionown its assets; (c) the authorized and issued capital of the Corporation, consists of 600 million shares divided into 500 million Common Shares and 100 million preferred shares, of which 85,282,862 Common Shares are issued and outstanding as at September 8, 2003; (d) each of the Documents has been duly authorized and executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies); (e) all necessary corporate action has been taken by the Corporation to authorize the execution creation and delivery issue (as applicable) of this Agreementthe Common Shares comprising part of the Units, the Warrant Indenture Warrants, the Common Shares issuable upon exercise of the Warrants, the Common Shares comprising part of the Over-Allotment Units, the Over-Allotment Warrants and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations Common Shares issuable upon exercise of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Over-Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable thereinWarrants; (f) all necessary corporate action has the Warrants and, if applicable, the Over-Allotment Warrants, have been taken created, authorized and issued by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying JurisdictionsCorporation; (g) the Offered Common Shares comprising part of the Units and, if applicable, the Over-Allotment Units, have been validly issued as fully fully-paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and and, if applicable, the Additional Over-Allotment Warrants, respectively, have been authorized and reserved for issue to the holders of the Warrants and, if applicable, the Over-Allotment Warrants, and allotted for issuance and when issued upon the exercise of the Warrants and, if applicable, the Over-Allotment Warrants in accordance with the provisions of the Warrant Indenture terms thereof, such Common Shares will be validly issued as fully fully-paid and non-assessable Common Shares; (ki) the Broker Warrants have been duly issue and validly created and issued in accordance with the provisions sale of the Broker Warrant Certificate; (l) Units and, if applicable, the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and nonOver-assessable Common Shares; (m) all necessary documents have been filedAllotment Units, all necessary proceedings have been taken and all necessary authorizationsare exempt, approvalseither by statute or regulation or order, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws the Offering Provinces, subject to the filing of the Qualifying Jurisdictions all necessary reports, certificates or undertakings and no prospectus is required nor are other documents fees required to be filed, proceeding taken or approval, consent or authorization obtained by filed under the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictionsapplicable securities legislation; (oj) the issuance and delivery Units, the Common Shares comprising part of the Broker Warrant Units, the Common Shares by the Corporation in the Qualifying Jurisdictions issuable upon valid exercise of Broker the Warrants in accordance with and, if applicable, the terms and conditions Over-Allotment Units, the Common Shares comprising part of the Broker Warrant Certificates is exempt from Over-Allotment Units and the prospectus requirements of Canadian Securities Laws Common Shares issuable upon exercise of the Qualifying Jurisdictions Over-Allotment Warrants will not be subject to any restricted or statutory hold period under the Securities Legislation, which extends beyond four months and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by one day after the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities LawsClosing Date, and thereafter no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws laws of any of the Offering Provinces, in connection with the first trade by a holder thereof (subject to the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securitiesusual qualifications); (qk) the form of share certificate for the Common Shares conforms with all applicable corporate legislation and Exchange requirements and has been approved by the board of directors of the Corporation; (l) the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants, have been conditionally approved for listing on the Exchange; and (m) the Corporation is a reporting issuer, or its equivalent, issuer not in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent default under the Warrant Indenture; (t) applicable Securities Legislation, and in giving the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are trueopinions contemplated above, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable shall be entitled to deliver opinions of local counsel in the Offering Jurisdictions, and counsel to the UnderwritersCorporation shall be entitled, regarding each as to matters of its Subsidiaries fact, to rely upon the representations and warranties of the Purchasers contained in the Subscription Agreements, a form acceptable certificate of fact of the Corporation signed by officers of the Corporation in positions to the Underwriters have knowledge of such facts and their counselaccuracy, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated certificates of such public officials and existing under its jurisdiction of incorporationother persons as are necessary or desirable; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (47) the Underwriters receiving, shall have received at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPa title opinion, in form and substance satisfactory to the Underwriters, ’ counsel acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on their counsel in respect of the title of the Corporation in and to the Resource Properties; (8) the Underwriters and the Purchasers shall have received a certificate of the Corporation's behalf , dated the Closing Date, signed by its the Chief Executive Officer and Chief Financial Officer of the Corporation or by such other senior officer or officers of the Corporation satisfactory acceptable to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with all covenants and satisfied, in all material respects, satisfied all terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior up to the Closing DateTime of Closing; (b) all of the representations and warranties of the Corporation set forth contained in this Agreement are true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Date, as if made at such timeafter giving effect to the transactions contemplated hereby; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the CorporationCorporation (including the currently issued and outstanding Common Shares, or prohibiting or restricting the distribution Common Shares comprising part of any securities the Units, the Common Shares issuable upon exercise of the Warrants and, if applicable, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants), has been madeissued and no proceedings for such purposes are pending, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andor, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (ed) the Corporation has made and/or obtainedexecution and delivery (as applicable) of the Documents, at the certificates representing each of the Units, the Common Shares comprising part of the Units, the Common Shares issuable upon exercise of the Warrants, the Over-Allotment Units, the Common Shares comprising part of the Over-Allotment Units and the Common Shares issuable upon exercise of the Over-Allotment Warrants and the performance of the transactions contemplated thereby, do not and will not result in a breach of, and do not create a state of facts which, after notice, or prior to lapse of time or both, will result in a breach of, and do not and will not conflict with, any of the Time terms, conditions or provisions of Closingthe Articles or any trust indenture, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document instrument to which the Corporation is contractually bound on the Closing Date; and, (9) the Corporation has delivered to the Underwriters a party or by which it is bound in respect certificate of Computershare Trust Company of Canada, as registrar and transfer agent of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receivingCommon Shares, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to which certifies the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. 14.1 The Underwriters' obligation to purchase the Offered Securities pursuant to ’ obligations under this Agreement shall be subject to the following conditionsconditions being fulfilled which are for the exclusive benefit of the Underwriters, any of which may be waived, in whole or in part, by the Underwriters, in their sole discretion, pursuant to Section 15.2 hereof: (1a) The Corporation shall furnish to the Underwriters receiving (i) at the Time Closing Time, an opinion and letter of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special United States counsel for the Corporation, addressed to the Underwriters, and dated the Closing Date, with executed or reproduced copies for each Underwriter, and in form and substance reasonably satisfactory to the Underwriters, acting reasonablyin substantially the form of the respective opinion and letter set forth in Exhibit B hereto, bringing forward to a date not more than two Business Days prior (ii) at the Closing Time, an opinion of Goodmans LLP, Canadian counsel for the Corporation, addressed to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation Underwriters, and dated the Closing Date, addressed to the Underwriters with executed or reproduced copies for each Underwriter, and signed on the Corporation's behalf by its Chief Executive Officer in form and Chief Financial Officer or such other senior officers of the Corporation substance reasonably satisfactory to the Underwriters, acting reasonablyin substantially the form set forth in Exhibit C hereto, certifying that: provided that Goodmans LLP in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of the Province of Ontario and the federal laws of Canada applicable therein and (aiii) at the Closing Time, an opinion of ▇▇▇▇▇▇▇, Street and Deinard Professional Association, special counsel for the Corporation has complied with respect to United States federal energy regulatory matters, addressed to the Underwriters, and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to dated the Closing Date, with executed or reproduced copies for each Underwriter, and in form and substance reasonably satisfactory to the Underwriters, in substantially the form set forth in Exhibit D hereto; (b) the representations and warranties Underwriters shall have received (i) a legal opinion, dated as of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory addressed to the Underwriters, acting reasonably; (11) from Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Underwriters, with respect to such matters as the Underwriters not having exercised any rights of termination set forth herein; may reasonably request, and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation obligations of the Trust to sell the Notes to purchasers, and for the purchasers to purchase the Offered Securities pursuant to this Agreement shall Notes from the Trust, will be subject to the following conditions: (1) The Underwriters receiving at , which conditions may be waived in writing in whole or in part by the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel party entitled to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth belowbenefit thereto: (a) the Corporation is a corporation validly incorporated Trust and existing under the Business Corporations Act (British Columbia) and has Agents shall have complied fully with all requisite corporate power and capacity Applicable Securities Laws, prior to carry on business, to own and lease its properties and assetsthe Closing Time; (b) all conditions precedent to the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations issuance of the Notes under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment OptionIndenture shall have been satisfied; (c) the authorized Agents shall have received a legal opinion from the Trust’s counsel, in form and issued capital of content satisfactory to the Corporation; (d) all necessary corporate action has been taken by Agents and their counsel, acting reasonably, addressed to the Corporation Agents, as to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly establishment and validly authorizedexistence of the Trust and the Seller; (ii) the due authorization, execution and delivery, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise enforceability of this Agency Agreement; (iii) the enforceability of the Over- Allotment Option and receipt of payment of Notes against the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; Trust; (jiv) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) that all necessary documents have been filed, all necessary requisite proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders authorizations of the appropriate regulatory authority have been obtained by the Trust under Canadian Securities Laws the applicable securities laws of the Province of Ontario to permit qualify the Offered Securities Notes for distribution to be offered, sold and delivered the public in the Qualifying Jurisdictions by Province of Ontario through registrants or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws securities laws of the Province of Ontario who comply have complied with the relevant provisions of such laws applicable legislation and the terms of such registration their registrations, and to qualify the grant of the Over- Allotment Option (v) true sale matters with respect to the Underwriterstransactions contemplated by the Purchase Agreement; (nd) the issuance and delivery of the Warrant Shares Trust and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt Agents shall have received from the prospectus requirements Rating Agencies on or prior to the Closing Date confirmation in writing that the Notes will receive a rating of Canadian Securities Laws “Aaa” from ▇▇▇▇▇’▇ and a rating of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions“AAA” from DBRS; (oe) the issuance and delivery Agents shall have received a copy of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying JurisdictionsAgreed Upon Procedures letter; (pf) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities LawsAgents shall have received such certificates, opinions and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters Agents and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3g) the Underwriters receivingclosing for the issuance and sale of the Series 2010-1 Class A-1a Asset Backed Notes of the Trust (the “Class A-1a Notes”), at the Time Series 2010-1 Class A-1b Asset Backed Notes of the Trust (the “Class A-1b Notes”), the Series 2010 Class A-2b Asset Backed Notes of the Trust (the “Class A-2b Notes”) and the Class B Asset Backed Notes of the Trust (the “Class B Notes”) shall occur contemporaneously with the Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (bh) the Subsidiary having Originator has satisfied the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital conditions of the Subsidiary amended and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort restated commitment letter dated September 30, 2009 between the Closing Date from Business Development Bank of Canada (“BDC”) and the Originator or there has been a waiver thereof, or as otherwise agreed with BDC (provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇ Canada Inc. shall so confirm prior to the Closing Date); and (i) ▇▇▇▇▇▇▇ LLP, in form ▇▇▇▇▇ Canada Inc. and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained Banc of America Securities LLC shall have received irrevocable commitments (in the comfort letter referred agreed form of subscription agreements) to in Section 5(1)(c) hereof; (5) a certificate purchase the aggregate principal amount of the Corporation dated Class A-1a Notes, the Closing DateClass A-1b Notes, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement Class A-2b Notes and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested Class B Notes being offered by the Underwriters or their legal counselTrust. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. ‌ The Underwriters' ’ obligation to purchase the Offered Securities pursuant to this Agreement (including the obligation to complete the purchase of the Units) shall be subject to the following conditionsconditions having been met at the Closing Time: (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely onrely, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public in Canada and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), in form and substance acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated and existing exists under the Business Corporations Act (British ColumbiaOntario) and has all requisite corporate power and capacity to carry on business, its business as currently conducted and to own and lease its properties and assets; (b) the authorized and issued capital of the Corporation, prior to the issue of the Offered Securities; (c) the Subsidiary is the only subsidiary of the Corporation, and all securities of the Subsidiary are owned by the Corporation are held, directly or indirectly, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever other than pledges of such securities to the Corporation’s lenders; (d) the Corporation has all necessary corporate power power, capacity and authority to to (i) execute, deliver and perform its obligations under this Agreement Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates, as applicable, (ii) to create, issue and sell the Offered SecuritiesUnit Shares and Unit Warrants, and grant (iii) to issue the Over-Allotment OptionBroker Warrants, Broker Unit Warrants and Corporate Finance Shares; (c) the authorized and issued capital of the Corporation; (de) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this AgreementSubscription Agreements, the Warrant Indenture and the Broker Warrant Certificate Certificates, as applicable, and the performance of its obligations under this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates, have each been duly executed and delivered by the Corporation and each of this Agreement, the Warrant Indenture, the Subscription Agreements and the Broker Warrant Certificates constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates may be limited by applicable lawApplicable Law; (ef) the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof of this Agreement, the Subscription Agreements, the Warrant Indenture and thereof the Broker Warrant Certificates by the Corporation and the (i) issuance, sale and delivery of the Unit Shares and Unit Warrants comprising the Offered Securities Securities, and the grant (ii) issuance and delivery of the Over- Allotment Option Broker Warrants, Broker Unit Warrants and Corporate Finance Shares, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles by-laws of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia applicable corporate law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the or Canadian Securities Commissions in the Qualifying JurisdictionsLaws; (g) the Offered Unit Shares have been validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (h) the Warrants Corporate Finance Shares have been duly validly issued as fully paid and validly created and issued non-assessable shares in accordance with the provisions capital of the Warrant IndentureCorporation; (i) the Additional Securities Unit Warrants have been validly created and issued by the Corporation; (j) the Broker Warrants have been validly created and issued by the Corporation; (k) the Broker Unit Warrants, upon exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates, will be validly created and issued by the Corporation; (l) the Warrant Shares, the Broker Shares and the Broker Unit Shares have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance issuance, and upon due exercise of the Over- Allotment Option Unit Warrants, Broker Warrants and receipt of payment of the consideration thereforBroker Unit Warrants, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of their respective terms, the Warrant Indenture Shares, Broker Shares and Broker Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (k) shares in the Broker Warrants have been duly and validly created and issued in accordance with the provisions capital of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common SharesCorporation; (m) all necessary documents have been filedthe offering, all necessary proceedings have been taken sale and all necessary authorizations, approvals, permits, consents issuance of the Unit Shares and orders have been obtained under Canadian Securities Laws to permit Unit Warrants comprising the Offered Securities through the Underwriters to be offered, sold and delivered the Purchasers resident in the Qualifying Offering Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws in Canada and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares Broker Warrants and the Additional Warrant Shares by Broker Unit Warrants to the Corporation upon valid exercise of Warrants and Additional Warrants Underwriters in accordance with the terms and conditions of the Warrant Indenture, respectively, is this Agreement are each exempt from the prospectus requirements of Canadian Securities Laws and the Corporation is not subject to the registration requirements of applicable Canadian Securities Laws, and the Qualifying Jurisdictions only filing, proceeding, approval, permit, consent or authorization required to be made, taken or obtained under Canadian Securities Laws is the filing by the Corporation with the applicable provincial Securities Regulators within the prescribed time periods, of a report in Form 45-106Fl, as prescribed by NI 45-106, prepared and executed in accordance with applicable Securities Laws, together with the requisite filing fees; (n) no prospectus is required nor are any other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be fileddocuments, proceedings taken or approvals, permits, consents, orders consents or authorizations of regulatory authorities required to be filed, taken or obtained (other than those which have been filed, taken or obtained) under the Canadian Securities Laws to permit the issuance by the Corporation of the Warrant Shares, Broker Shares and Broker Unit Shares on the exercise of the Unit Warrants, Broker Warrants and Broker Unit Warrants in connection accordance with their terms; (o) the first trade of the Unit Shares, Unit Warrants underlying the Offered Securities, Warrant Shares, Broker Warrants and Broker Unit Warrants and the Broker Shares and Broker Unit Shares issuable upon exercise of the Broker Warrants and Broker Unit Warrants, respectively, as well as the Corporate Finance Shares, being exempt from the prospectus requirements of applicable Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the UnderwritersCorporation under applicable Securities Laws to permit such trade through registrants registered under Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade: (i) at the time of the trade, the Corporation is and has been a “reporting issuer”, as defined in Canadian Securities Laws, in a province or territory of Canada for the four months immediately preceding the trade; (ii) at the time of the first trade, at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102) of the applicable security; (iii) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3(i) of NI 45-102 or if the securities are entered into a direct registration or other electronic book entry system, or if the Purchaser did not directly receive a certificate representing the security, the Purchaser received written notice containing the legend restriction notation set out in Section 2.5(2)3(i) of NI 45-102; (iv) the trade is not a control distribution (as defined in NI 45-102); (v) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade; (vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (vii) if the Purchaser is an insider or officer of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of the securities legislation (as defined in National Instrument 4514-102 Resale of Securities101 – Definitions); (qp) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd.TSX Trust Company, at its principal office located in VancouverToronto, British ColumbiaOntario, has been duly appointed as the registrar and transfer agent for the Common Shares; (sq) National Securities Administrators Ltd.TSX Trust Company, at its principal office located in VancouverToronto, British Columbia Ontario, has been duly appointed as the Warrant Agent trustee for the Unit Warrants under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (ur) subject only to the standard listing conditions, the Listed Securities Unit Shares, Warrant Shares, Broker Shares, Corporate Finance Shares and Broker Unit Shares have been conditionally listed or approved for listing on the CSEExchange; (s) the form of Broker Warrant Certificate has been duly approved and adopted by the board of directors of the Corporation and complies in all material respects with the constating documents of the Corporation, applicable corporate law, and the requirements of the Exchange; and (vt) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably.Closing Time; (2) if applicablewith respect to the Subsidiary, the Underwriters receiving, at the Time of Closing, the receiving favourable legal opinion dated the Closing Date opinions from ▇▇▇▇▇▇▇▇▇ LLP, United States counsel for the CorporationBiderman LLP (who may rely, to the effect that registration of the Offered Securities offered and sold extent appropriate in the United States in accordance with this Agreement (including Schedule "A" heretocircumstances, as to matters of fact on certificates of officers, public and exchange officials related to the Subsidiary), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out forth below, subject to customary assumptions, qualifications and limitations: (a) the Subsidiary having been incorporated and existing under the Applicable Law of its jurisdiction jurisdictions of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its their business as described in the Prospectus; andcurrently being conducted; (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; and (d) the Subsidiary being current with all corporate filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business, and have all necessary licences, leases, permits, authorizations and other approvals necessary to permit them to conduct their respective business as currently conducted; (3) if any sales of Units, Unit Shares and Unit Warrants are made to, or for the account or benefit of, persons in the United States or U.S. Persons, the Underwriters receiving a favourable opinion of U.S. counsel to the Corporation, addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Unit Shares and Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter having received certificates dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPand signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Closing Date sale of the information contained in Offered Securities, the comfort letter referred to in Section 5(1)(cissuance and delivery of the Broker Warrants, and the authorization of the Offering Documents and the transactions contemplated herein and therein; and (c) hereofthe incumbency and signatures of signing officers for the Corporation; (5) a certificate of the Corporation Underwriters having received certificates dated the Closing Date, Date of the Subsidiary signed by an appropriate officer of the Subsidiary addressed to the Underwriters and Underwriters’ counsel, in form and substance satisfactory to the Lead Underwriter, acting reasonably, certifying for and on behalf of the Subsidiary and not in their personal capacities that, to the actual knowledge of the persons signing such certificate, after having made due and relevant inquiry, as to (i) the corporate good standing, and (ii) as to the authorized capital and ownership thereof, of the Subsidiary; (6) the Underwriters receiving certificates of status and/or compliance, where issuable under Applicable Law, for the Corporation and the Subsidiary, each dated within one Business Day prior to the Closing Date; (7) the Underwriters receiving a certificate dated the Closing Date and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying after having made due enquiries, that: (a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality qualification, in all respects) as of the Closing Time, as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied with and satisfied, in all material respects (except where already qualified by a materiality qualification, in which case the Corporation shall have complied in all respects, ) with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such timeTime; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or suspending trading in prohibiting the sale of the Unit Shares, Unit Warrants comprising the Offered Securities or any other securities of the Corporation, or prohibiting or restricting the distribution of any securities Corporation has been made, or issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been announced, commenced instituted or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andare pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; and (d) since the date of this Agreement (i) there has been no proceedings for such purpose are pendingmaterial change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Business, affairs, operations, Business Assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (ii) no transaction has been entered into by the Corporation or the Subsidiary which is material to the Corporation on a consolidated basis; (e8) the Underwriters receiving fully executed Broker Warrant Certificates; (9) the Underwriters receiving a fully executed Warrant Indenture; (10) the Subscription Agreements having been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Corporation and the Underwriters, acting reasonably; (11) the Corporation has made and/or obtainedhaving delivered, at or prior caused to be delivered, the Time of Closing, all necessary filings, approvals, consents Unit Shares and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound Unit Warrants in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings accordance with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); andSection 8; (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (612) the Underwriters receiving, at the Time of Closing, receiving a certificate from National Securities Administrators Ltd. TSX Trust Company as to the number of Common Shares issued and outstanding as at the end of business day the Business Day on the date prior to the Closing Date; (713) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading all conditions precedent provided for in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.Inde

Conditions of Closing. The Underwriters' obligation to purchase obligations of the Offered Securities pursuant to Agents under this Agreement shall will be subject to the following conditionsconditions which are for the exclusive benefit of the Agents: (1a) The Underwriters receiving at the Time of Closing, Agents and their counsel shall have received favourable legal opinions dated as of the Closing Date, which shall cover inter alia matters relating to the Company, the Subsidiaries and the Offering, addressed to the Agents and their counsel from ▇▇▇▇▇▇▇▇ LLPcounsel to the Company and the Subsidiaries, in form and content to the satisfaction of the Agents’ counsel, acting reasonably; (b) in connection with this opinion, counsel to the Corporation (who Company may rely onon the opinions of local counsel, dated the Closing Date and in form and substance reasonably satisfactory to the Agents and their counsel (signed copies of which shall be addressed to and delivered to the Agents and their counsel) with respect to those matters governed by Laws other than those of Québec, Ontario, Alberta, British Colombia or the federal laws of Canada; (c) the Agents shall have received a legal opinion of the Company’s U.S. counsel in form and substance satisfactory to the Agents and their counsel, acting reasonably, to the effect that no registration of the Offered Securities is required under the U.S. Securities Act in connection with the offer and sale in the United States of the Offered Securities in the manner contemplated by the U.S. Placement Memorandum and Section 10.1 hereof; (d) the Agents shall have received a legal opinion, dated as of the Closing Date and addressed to the Agents, from counsel to the Agents in form and content to the reasonable satisfaction of the Agents with respect to such matters as the Agents may reasonably request. The Agent’s counsel may rely: (i) as to matters of fact, to the extent appropriate in the circumstances, or alternatively provide directly on certificates of the auditors of the Company and on certificates of the Company, executed on its behalf by a senior officer of the Company acceptable to the UnderwritersAgents, acting reasonably; (ii) on the opinions of local counsel acceptable to counsel to the Underwriters Agents’ counsel, acting reasonably, as to the qualification of the Offered Securities for sale to the public and the Compensation Option Securities and as to other relevant matters governed by in the laws of jurisdictions in Canada Qualifying Jurisdictions and all other than the provinces in which they are qualified to practice and may rely, relevant jurisdictions; and (iii) to the extent appropriate in necessary, on the circumstances, as to matters of fact on certificates of officers, public and exchange officials or opinion of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;Company’s counsel. (e) the execution and delivery of this Agreement, Agents will have received certificates dated the Warrant Indenture and the Broker Warrant Certificates and the fulfilment Closing Date signed by those senior officers of the terms hereof Company as may be acceptable to the Agents, acting reasonably, in form and thereof by content satisfactory to the Corporation Agents, acting reasonably, with respect to the following: (i) the constating documents of the Company; (ii) the resolutions of the board of directors of the Company, relevant to the allotment, issue and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Compensation Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorizedSecurities, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise authorization of the Over- Allotment Option other agreements and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions transactions contemplated by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (ciii) as to the authorized incumbency and issued share capital signatures of signing officers of the Subsidiary and to Company, as the ownership thereofcase may be; (4f) the Underwriters receivingCompany will deliver to the Agents, at the Time of ClosingClosing Time, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters Agents and signed on by the Corporation's behalf by its President and Chief Executive Officer and the Vice-President and Chief Financial Officer or such other senior officers of the Corporation satisfactory Company, on behalf of the Company, and not in their personal capacity, certifying for and on behalf of the Company after having made due inquiry and having carefully examined the Prospectus, to the Underwriters, acting reasonably, certifying effect that: (ai) subsequent to the respective dates as at which information is given in the Prospectus there has been no Material Adverse Change, and none of the Company or its Subsidiaries has entered into any transaction out of the ordinary course of business which is material to the Company and its Subsidiaries on a consolidated basis other than as disclosed in the Prospectus; (ii) there are no actions, suits, proceedings or enquiries pending or threatened against or affecting the Company or its Subsidiaries at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which results in an adverse Material Change; (iii) no order, ruling or determination having the effect of ceasing or suspending trading in the Offered Securities or any other securities of the Company or prohibiting the sale of the Offered Securities or the Compensation Option Securities has been issued and, to the best of the knowledge, information and belief of the persons signing the certificate, no proceedings for such purpose are pending or threatened; (iv) the Corporation Company has complied with all covenants and satisfied, in all material respects, satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior up to the Closing Date;Time; and (bv) the representations and warranties of the Corporation set forth Company contained in this Agreement are true and correct at as of the Closing Date, Time with the same force and effect as if made at such timeand as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (cg) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as Agents shall have received at the Closing DateTime a comfort letter dated as of the Closing Date addressed to the Agents from the Company’s auditors substantially in the form requested by the Agents, as if made at such timeacting reasonably, updating the comfort letter or letters to be delivered to the Agents pursuant to this Agreement; (dh) no order, ruling all actions required to be taken by or determination having the effect of ceasing or suspending trading in any securities on behalf of the CorporationCompany and all requisite filings with governmental authorities, Securities Commissions or prohibiting or restricting the distribution of any securities has been made, or proceedings courts will have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, occurred at or prior to the Closing Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document so as to which the Corporation is a party or by which it is bound in respect of validly authorize the execution and filing of the Prospectus Supplement and to create and issue the Offered Securities and Compensation Option Securities having the attributes contemplated by the Prospectus; (i) all required authorizations and approvals shall have been obtained by the Company for the execution, delivery and performance by such parties of this Agreement and for the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date issuance and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSECompensation Option Securities; (8) j) all authorizations and approvals shall have been obtained by the Corporation having delivered Company for the execution, delivery and performance by the Company of the Warrant Indenture; (k) the Common Shares partially comprising the Units and the Compensation Option Units and the Common Shares issuable pursuant to the Underwriters evidence exercise of the approval (or conditional approval) of Warrants partially comprising the Units and the Compensation Option Units will have been approved for listing and posting for trading of the Listed Securities on the CSETSX on the Closing Date, subject only to satisfaction by the Corporation Company of standard listing conditionscustomary post- closing conditions imposed by the TSX in similar circumstances (the “Standard Listing Conditions”); (9l) the Corporation complying with all Company will have delivered to the Agents an executed copy of its covenants and obligations under this Agreement required to be satisfied the Warrant Indenture at or prior to the Closing Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the UnderwritersAgents and their counsel, acting reasonably; (11m) the Underwriters not having exercised any rights representations and warranties of termination set forth herein; andthe Company contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (12n) the Underwriters Company having complied with all covenants contained herein and satisfied all terms and conditions contained herein to be complied with and satisfied by it at or prior to the Closing Time; (o) the Company shall have received at a consent from Investissement Québec to apply the Time proceeds of Closing the Offering as described in the Prospectus and not in repayment of the loan made pursuant to the “Offre de prêt” with Investissement Québec of July 28, 2003, as amended thereafter, the whole in form and substance satisfactory to the Agents and their counsel, acting reasonably; (p) the Agents will have received such further other certificates, opinions of counsel opinions, agreements, materials or documents, in form and other documentation from substance satisfactory to the Corporation contemplated hereinAgents and their counsel, provided, however, that as the Underwriters Agents or their counsel shall may reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentrequest.

Conditions of Closing. The Underwriters' obligation of the Underwriters under this Agreement to purchase the Offered Securities pursuant to this Agreement at the Closing Time and at any Option Closing Time shall be subject to the satisfaction of each of the following conditions:conditions (it being understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance of the Corporation, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of them): (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) CBCA and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsnot been dissolved under the CBCA; (b) the Corporation has all necessary the corporate power and authority corporate capacity under the CBCA and the constating documents of the Corporation to execute(i) carry on its Business and activities and to own, lease and operate its properties and Business Assets, as described in the Prospectus, (ii) execute and deliver this Agreement, the Offering Documents, the Warrant Indenture and the Broker Warrant Certificates, as applicable, and perform its obligations under this Agreement and to thereunder, (iii) create, offer, issue and sell the Offered Securities, (iv) create, offer, issue and deliver the Broker Warrants, and (iv) grant the Over-Allotment OptionOption to the Underwriters; (c) as to the authorized share capital of the Corporation and issued capital that the Prospectus describes, in all material respects, the attributes of the Common Shares and preferred shares of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate Certificates, and the performance by the Corporation of its obligations hereunder under this Agreement, the Warrant Indenture and thereunder the Broker Warrant Certificates, and this Agreement, the Warrant Indenture and the Broker Warrant Certificate Certificates have each been duly authorized, executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation Corporation, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement and the Warrant Indenture may be limited by applicable lawApplicable Laws; (e) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material and the filing of such documents, as applicable, under Canadian Securities Laws; (f) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof performance by the Corporation and of its obligations thereunder, including the issuance, sale and delivery of the Offered Securities Securities, the issuance and delivery of the Broker Warrants and the grant of the Over- Over-Allotment Option in accordance with this Agreement, the Warrant Indenture and the Broker Warrant Certificates, do not and will not result in a breach of of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with the notice of articles and the articles under (i) constating documents of the Corporation, any (ii) resolutions of the directors or shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (fiii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying JurisdictionsCBCA; (g) the Offered Unit Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Unit Warrants have been duly and validly created and issued in accordance with the provisions as warrants of the Warrant IndentureCorporation; (i) the Additional Securities Broker Warrants have been validly created and issued as warrants of the Corporation; (j) the Over-Allotment Option has been duly and validly authorized and granted by the Corporation, and the Over-Allotment Shares and Over-Allotment Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Corporation and, upon the exercise of the Over-Allotment Option, including receipt by the Corporation of payment in full therefor, the Over-Allotment Shares and Over-Allotment Warrants will be duly and validly created, authorized, issued and outstanding and the Over-Allotment Shares will be fully paid and non-assessable shares; (k) the Warrant Shares, Over-Allotment Warrant Shares and Broker Warrant Shares have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance issuance, and upon due exercise of the Over- Allotment Option and receipt of payment of the consideration thereforUnit Warrants, the applicable Additional Securities will be validly issued Over-Allotment Warrants and Broker Warrants, as fully paid and, if applicable, nonin accordance with their respective terms, the Warrant Shares, the Over-assessable Common Shares; (j) the Allotment Warrant Shares and the Additional Broker Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) shares in the Broker Warrants have been duly and validly created and issued in accordance with the provisions capital of the Broker Warrant CertificateCorporation; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary requisite proceedings have been taken and all necessary authorizations, approvals, permits, permits and consents and orders have been obtained by the Corporation under Canadian Applicable Securities Laws in order to permit qualify the distribution of the Offered Securities to be offered, sold and delivered the Broker Warrant Shares in the Qualifying Jurisdictions by or through investment dealers or brokers who are duly and properly registered in the appropriate category under the applicable Canadian Securities Laws and who comply have complied with the all relevant provisions of such laws Securities Laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriterstheir registration; (nm) the issuance and delivery of the Warrant Shares and the Additional Over-Allotment Warrant Shares by the Corporation issuable upon valid exercise of the Warrants and Additional the Over-Allotment Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is will be exempt from the prospectus requirements of applicable Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (n) the issuance of regulatory authorities the Broker Warrant Shares issuable upon exercise of the Broker Warrants will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (o) the Corporation is a “reporting issuer” under Canadian Securities Laws in connection with each of the first trade by the Underwriters, provided that the trade Qualifying Jurisdictions and it is not listed as in default of applicable Canadian Securities Laws in any of the Qualifying Jurisdictions which maintain such a control distribution as defined list; (p) the Unit Shares, the Warrants, the Warrant Shares and the Broker Warrant Shares have been approved for listing on the Exchange, subject to the Corporation fulfilling all of the requirements of the Exchange, including those set forth in National Instrument 45-102 Resale any conditional approval letter of Securitiesthe Exchange; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, Computershare Investor Services Inc. has been duly appointed as the registrar and transfer agent for of the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed Shares and as the Warrant Agent warrant agent under the Warrant Indenture; (tr) subject to the limitations, qualifications and assumptions set out therein, the statements set forth in the Final Prospectus under the headings "“Eligibility for Investment" ” and "“Certain Canadian Federal Income Tax Considerations" ”, insofar as they purport to describe the provisions of the laws referred to therein, are true, complete and accurate, subject to fair summaries of the limitations and qualifications set out matters discussed therein; (us) subject only to the standard listing conditions, attributes of the Listed Offered Securities have been conditionally listed or approved for listing on and the CSEBroker Warrants conform in all material respects with the description thereof contained in the Final Prospectus; and (vt) to such other matters as may reasonably be requested the form of Broker Warrant Certificate has been duly approved and adopted by the Underwriters no less than 48 hours prior to board of directors of the Time Corporation and complies in all material respects with the constating documents of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory acceptable to the Underwriters and their counsel, acting reasonably; (32) the Underwriters receiving, at the Time of Closing, favourable receiving legal opinions from legal counsel to the Corporation acceptable each Subsidiary (who may rely, to the Underwritersextent appropriate in the circumstances, regarding as to matters of fact on certificates of officers, public and exchange officials related to each of its Subsidiaries Subsidiary), in a form and substance acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out forth below, subject to customary assumptions, qualifications and limitations: (a) the Subsidiary such Subsidiaries having been incorporated and existing under its jurisdiction the Applicable Laws of their respective jurisdictions of incorporation; (b) the Subsidiary such Subsidiaries having the corporate capacity and power to own and lease its their properties and assets Business Assets and to conduct its business their Business as described in the Prospectus; andcurrently being conducted; (c) as to the authorized and issued share capital of the Subsidiary such Subsidiaries and to the ownership thereof; and (d) such Subsidiaries being current with all corporate filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business, and having all necessary licences, leases, permits, authorizations and other approvals necessary to permit them to conduct their respective Business as currently conducted; (3) if any of the Offered Securities are offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters shall have received at the Closing Time a customary and favourable legal opinion dated the Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer, sale and resale of the Offered Securities, provided, in each case, that such offer, sale and resale and delivery of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is made in compliance with this Agreement and the terms set out in Schedule “B” hereto and provided further that it is understood that no opinion is expressed as to any subsequent resale of any Offered Securities. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Corporation and the Underwriters set forth in this Agreement and Schedule “B” hereto, and upon the covenants, representation and warranties of any purchasers in the United States; (4) the Underwriters receivinghaving received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, at acting reasonably, in form and substance satisfactory to the Time Underwriters, acting reasonably, with respect to: (a) the constating documents of Closingthe Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Securities, the grant of the Over-Allotment Option, the issuance and delivery of the Broker Warrants and the authorization of this Agreement and the Warrant Indenture and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (5) the Underwriters receiving certificates of status and/or compliance, where issuable under Applicable Laws, for the Corporation and the Subsidiaries, each dated within one Business Day prior to the Closing Date; (6) the Underwriters receiving an auditors “bring down” comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPthe Corporation’s Auditors, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c4(1)(d) hereof; (57) a certificate of the Corporation Underwriters receiving an auditors “bring down” comfort letter dated the Closing DateDate from the Former Auditors, addressed to the Underwriters in form and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(1)(e) hereof; (8) the Underwriters receiving a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that: (a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such timeTime; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or suspending trading in prohibiting the sale of the Offered Securities or any other securities of the Corporation, or prohibiting or restricting Corporation (including the distribution of any securities Common Shares) has been made, or issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been announced, commenced instituted or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andare pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (d) since the respective dates as of which information is given in the Final Prospectus (A) there has been no proceedings for such purpose are pendingmaterial change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any Subsidiary which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; (e) there has been no change in any material fact (which includes the Corporation has made and/or obtained, at or prior to the Time disclosure of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound previously undisclosed material fact) contained in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus)Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws; and (f) such other matters the Prospectus is true and correct in all material respects and contains no misrepresentation, constitutes full, true and plain disclosure of all material facts relating to the Offered Securities and to the Corporation and its Subsidiaries considered as may be reasonably requested by a whole and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the Underwriters or their legal counsel.statements therein, in light of the circumstances in which they were made, not misleading; (69) the Underwriters receivingreceiving the executed lock-up agreements, at in favour of the Time Underwriters, from each director and officer of Closing, the Corporation and their respective associates in a form satisfactory to the Underwriters as required pursuant to Section 8(6) of this Agreement; (10) the Underwriters receiving a certificate from National Securities Administrators Ltd. Computershare Trust Company of Canada as to the number of Common Shares issued and outstanding as at the end of business day on the date Business Day prior to the Closing Date; (711) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.havin

Conditions of Closing. The Underwriters' ’ obligation to purchase the Offered Securities Shares pursuant to this Agreement (including the obligation to complete the purchase of the Base Shares and the Over-Allotment Shares, as the case may be) shall be subject to the following conditions: (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, legal counsel to the Corporation (who may rely onrely, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local legal counsel acceptable to legal counsel to the Underwriters as to the qualification of the Offered Securities Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth belowbelow subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, Shares and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate Agreement and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each Agreement has been duly executed and delivered by the Corporation and constitute constitutes a legal, valid and binding obligations obligation of the Corporation enforceable against it in accordance with their respective its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions assumptions, limitations and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and a limitation that enforcement no opinion is expressed as to the enforceability of the rights to of indemnity, contribution and or waiver of contribution set out forth in this Agreement may be limited by applicable lawAgreement; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates Agreement and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities Shares and the grant of the Over- Over-Allotment Option Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the or articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any the British Columbia law and federal law applicable thereinBusiness Corporations Act or Canadian Securities Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying JurisdictionsCommissions; (g) upon payment therefore and issuance in accordance with the terms of this Agreement, the Offered Shares have been will be validly issued as fully paid and non-non- assessable Common Sharesshares in the capital of the Corporation; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities Over-Allotment Shares have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Over-Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, nonOver-assessable Common Shares; (j) the Warrant Allotment Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (mi) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities Shares to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Over-Allotment Option to the Underwriters; (nj) the issuance Offered Shares will, on the Closing Date, be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictionstax free savings accounts; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (uk) subject only to the standard listing conditionsconditions and the requirements set forth in the conditional approval letters of the TSX and NASDAQ, the Listed Securities Offered Shares have been conditionally listed or approved for listing on the CSETSX and NASDAQ; and (vl) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; , in a form acceptable to counsel to the Co-Lead Underwriters and their legal counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding each of its certain Subsidiaries in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below: (a) the Subsidiary Subsidiaries having been incorporated and existing under its their jurisdiction of incorporation; (b) the Subsidiary Subsidiaries having the corporate power and capacity and power to own and lease its their properties and assets and to conduct its business their businesses as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary Subsidiaries, all of which are owned by the Corporation; (3) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the ownership thereofCo-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, the grant of the Over-Allotment Option, and, as applicable, the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of signing officers for the Corporation; (4) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one (1) Business Day prior to the Closing Date; (5) the Underwriters receiving, at the Time of Closing, an auditors a “bring down” comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ the auditors of the Corporation, Deloitte LLP, in form and substance satisfactory to the Co-Lead Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c4(1)(c) hereof; (56) the Underwriters receiving from the Corporation at the Time of Closing, a certificate of the Corporation dated the Closing Date, addressed to the Underwriters Date and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Co-Lead Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (b) since the respective dates as of which information is given in the Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by either the Corporation or the Subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Prospectus or the Supplementary Material, as the case may be; (c) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with applicable Securities Laws; (d) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date;Time of Closing; and (be) the representations and warranties of the Corporation set forth contained in this Agreement are true Agreement, and correct at in any certificates of the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject Corporation delivered pursuant to the qualifications and provisions contained thereinor in connection with this Agreement, are true and correct in all material respects as at of the Time of Closing Date, as if such representations and warranties were made as at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents after giving effect to the transactions contemplated hereby; (7) the Underwriters receiving the executed lock-up agreements from each director and acceptances officer of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect favour of the execution and delivery Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); andAgreement; (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) 8) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. Olympia Trust Company as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (79) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities Shares or any of the Corporation's ’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSETSX or NASDAQ; (8) 10) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities Offered Shares on the CSETSX and NASDAQ, subject only to satisfaction by the Corporation of standard listing conditionsconditions and matters set forth in the conditional listing approval letters of the TSX and NASDAQ, as applicable; (911) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (1112) the Underwriters not having exercised any rights of termination set forth herein; and (1213) the Underwriters having received at the Time of Closing such further certificates, opinions of legal counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their legal counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' ’ obligation to purchase the Offered Securities Units pursuant to this Agreement (including the obligation to complete the purchase of the Units and the Over-Allotment Units, as the case may be) shall be subject to the following conditionsconditions having been met at the Closing Time: (1) The the Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇ ▇▇▇▇ LLP, counsel to the Corporation (who may rely onrely, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities Units for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to (i) execute, deliver and perform its obligations under this Agreement Agreement, the Warrant Indenture and the Warrant Certificates, as applicable, (ii) to create, issue and sell the Offered SecuritiesUnits, (iii) to issue the Broker Warrants, and (iv) to grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate Certificates, as applicable, and the performance of its obligations hereunder and thereunder and this under the Agreement, the Warrant Indenture and the Broker Warrant Certificate Certificates and Agreement, the Warrant Indenture and the Broker Warrant Certificates have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement Agreement, the Warrant Indenture and the Broker Warrant Certificates may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof of this Agreement, the Warrant Indenture and thereof the Broker Warrant Certificates by the Corporation and the issuance, sale and delivery of the Offered Securities Units, the issuance and delivery of the Broker Warrants, the grant of the Over- Over-Allotment Option Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles by-laws of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia applicable corporate law and federal law applicable thereinor Securities Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Unit Shares have been validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (h) the Unit Warrants have been duly and validly created and issued in accordance with the provisions as warrants of the Warrant IndentureCorporation; (i) the Additional Securities Over-Allotment Warrants have been validly created and reserved for issuance and will, upon exercise of the Over-Allotment Option and payment of the consideration therefor, be issued as warrants of the Corporation; (j) the Over-Allotment Shares have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Over-Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, nonOver-assessable Common Shares; (j) the Warrant Allotment Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions as warrants of the Broker Warrant CertificateCorporation; (l) the Warrant Shares, Over-Allotment Warrant Shares, Broker Warrant Unit Shares issuable and the Broker Shares have been duly and validly authorized, allotted and reserved for issuance, and upon the due exercise of the Unit Warrants, Over-Allotment Warrants, Broker Warrants have been reserved and allotted for issuance and when issued or Broker Unit Warrants, as applicable, in accordance with their respective terms, the provisions of Warrant Shares, Over-Allotment Warrant Shares, Broker Unit Shares and the Broker Warrant Certificate Shares will be validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit qualify the distribution to the public of the Offered Securities to be offered, sold and delivered Units in the Qualifying Jurisdictions by or through investment dealers or brokers persons who are duly registered under the applicable Canadian Securities Laws and who comply have complied with the relevant provisions of such laws and the terms of such registration applicable Canadian Securities Laws and to qualify the grant of the Over- Over-Allotment Option to and the UnderwritersBroker Warrants; (n) that the issuance and delivery of the Warrant Shares securities issuable upon exercise of the Warrants, Over-Allotment Warrants, the Broker Warrants and the Additional Warrant Shares by the Corporation upon valid exercise of Broker Unit Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is are exempt from the prospectus requirements of applicable Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders consents or authorizations of regulatory authorities required to be obtained under the applicable Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securitiesto permit such issuance; (qo) subject to the Corporation is a reporting issuerqualifications and assumptions set out therein, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Preliminary Prospectus and the Final Prospectus under the headings "caption “Eligibility for Investment" ” and "Certain “Canadian Federal Income Tax Considerations" ”, insofar as they purport to describe the provisions of the laws referred to therein, are true, complete and accurate, subject to fair summaries of the limitations and qualifications set out matters discussed therein; (up) subject only to the standard listing conditions, the Listed Securities Unit Shares, the Over-Allotment Shares, the Warrant Shares, the Over-Allotment Warrant Shares, Broker Unit Shares, the Broker Shares, the Warrants, the Over-Allotment Warrants and the Broker Unit Warrants have been conditionally listed or approved for listing on the CSE; and (vq) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of ClosingClosing Time; in a form and substance acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the receiving favourable legal opinion dated the Closing Date opinions from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, each Subsidiary in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out below: (a) the Subsidiary having been incorporated and existing under applicable law of its jurisdiction of incorporationorigin; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (3) if any of the Offered Units are offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters shall have received at the Closing Time a customary and favourable legal opinion dated the Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer and resale of the Offered Units under Rule 144A, provided, in each case, that such offer, resale and delivery of Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, is made in compliance with this Agreement and the terms set out in Schedule “C” hereto and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Corporation and the Underwriters set forth in this Agreement and Schedule “C” hereto, and upon the covenants, representation and warranties of any purchasers in the United States; (4) the Underwriters receivinghaving received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, at acting reasonably, in form and substance satisfactory to the Time Underwriters, acting reasonably, with respect to: (a) the constating documents of Closingthe Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Units, the issuance and delivery of the Broker Warrants, the grant of the Over-Allotment Option, and the authorization of this Agreement and the Warrant Indenture and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (5) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one Business Day prior to the Closing Date; (6) the Underwriters receiving an auditors “bring down” comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Davidson and Company LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c4(1)(d) hereof; (57) the Underwriters receiving a certificate of the Corporation dated the Closing Date, addressed to the Underwriters Date and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer or such other senior officers officer(s) of the Corporation satisfactory as may be acceptable to the Underwriters, acting reasonablycertifying for and on behalf of the Corporation and without personal liability, certifying after having made due enquiries, that: (a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied with and satisfied, in all material respects, respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such timeTime; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or suspending trading in prohibiting the sale of the Offered Units or any other securities of the Corporation, or prohibiting or restricting Corporation (including the distribution of any securities Common Shares) has been made, or issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been announced, commenced instituted or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, andare pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (d) since the respective dates as of which information is given in the Final Prospectus (A) there has been no proceedings for such purpose are pendingmaterial change (actual, anticipated, contemplated or threatened;, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any Subsidiary which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and (e) there has been no change in any material fact (which includes the Corporation has made and/or obtained, at or prior to the Time disclosure of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound previously undisclosed material fact) contained in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); andProspectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws; (f) such other matters as may be reasonably requested by 8) the Underwriters or their legal counsel.receiving the Broker Warrant Certificates; (69) the Underwriters receivingreceiving the executed lock-up agreements, at in favour of the Time Underwriters, from each director and officer of Closing, the Corporation and 1009368 BC Ltd. in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of this Agreement; (10) the Underwriters receiving a certificate from National Securities Administrators Ltd. Computershare Trust Company of Canada as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (711) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities Units or any of the Corporation's ’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) 12) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares, Broker Unit Shares, Broker Shares, Warrants, Over-Allotment Warrants and Broker Unit Warrants on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (913) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of ClosingClosing Time; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (1114) the Underwriters not having exercised any rights of termination set forth herein; and (1215) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Closing Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation obligations of the Agent hereunder with respect to purchase the Offered Securities pursuant to this Agreement shall Offering will be subject to the completion by the Agent of a due diligence review satisfactory to the Agent in its sole judgment and to the satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions, as applicable, which conditions the Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Closing Time or any Option Closing Date, as applicable: (1a) The Underwriters receiving the Agent will receive at the Closing Time of Closing, a favourable legal opinions opinion addressed to the Agent and its counsel dated and delivered on the Closing Date from ▇▇▇▇▇▇▇▇ the Company’s counsel, Dentons Canada LLP, in form and substance satisfactory to the Agent and its counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agent’s counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) each of this Agreement and the Warrant Indenture constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to certain qualifications, including the Qualification; (iii) the Broker Warrant Certificates constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their terms, subject to certain qualifications, including the Qualification; (iv) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Initial Shares and the Initial Warrants comprising the Initial Units, the Over-Allotment Option, the Additional Shares and the Additional Warrants comprising the Additional Units in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws and the Corporate Finance Shares and the Broker Warrants to the Agent; (v) the issuance by the Company of the Warrant Shares in accordance with and pursuant to the terms and conditions of the Warrants and the Warrant Indenture is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no authorization, approval, permit or consent of the Securities Commissions is required to be obtained by the Company under the Applicable Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Warrant Shares; (vi) the issue and delivery by the Company of the Broker Shares to the holders of Broker Warrants upon their exercise pursuant to the terms of the Broker Warrant Certificates being exempt from, or not subject to, the prospectus requirements of Applicable Securities Laws and no prospectus or other documents being required to be filed, proceedings taken or approvals, permits, consents or authorizations required to be obtained under Applicable Securities Laws (other than such as will have already been filed or obtained) to permit such issue; (vii) the summary under the heading “Certain Federal Income Tax Considerations” in the Final Prospectus is a fair and adequate summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of the Shares, Warrants and Warrant Shares, subject to the qualifications, assumptions, limitations and understandings set out in such summary; and (viii) the statements under the heading “Eligibility for Investment” in the Final Prospectus, subject to the qualifications, assumptions and limitations set out under such heading, constitute a fair and adequate description of status of the Shares, Warrants and Warrant Shares as “qualified investments” under the Income Tax Act (Canada) and its regulations. In connection with such opinion, counsel to the Corporation (who Company may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters Agent, acting reasonably, as to the qualification for distribution of the Offered Securities for sale Units or opinions may be given directly by local counsel of the Company with respect to the public those items and as to other matters governed by the laws of jurisdictions in Canada other than the province or provinces in which they the Company’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances, circumstances but only as to matters of fact fact, on certificates of officers, public and exchange officials or officers of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated Company and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsothers; (b) the Corporation has all necessary Agent shall have received a legal opinion from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, the Material Subsidiaries, addressed to the Agent and legal counsel to the Agent with respect to: (i) the existence of the Material Subsidiaries; (ii) the issued and outstanding securities of the Material Subsidiaries and the securities thereof held by the Company or a Material Subsidiary; (iii) the corporate power and authority capacity of the Material Subsidiaries to execute, deliver carry on its Business and perform its obligations under this Agreement activities and to issue own and sell lease its Assets and Properties; each such opinion to be in form and substance, acceptable in all reasonable respects to the Offered Securities, Agent and grant the Over-Allotment Optionits legal counsel; (c) the Agent receive at the Closing Time a favourable legal opinion addressed to the Agent and its counsel dated and delivered on the Closing Date from the Company’s United States legal counsel, the Law Offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇, in form and substance satisfactory to the Agent and its counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agent’s counsel: (i) the Company is a corporation duly incorporated and validly existing under the laws of the State of Nevada, and has all requisite corporate power, capacity and authority to carry on its Business as now conducted and to own, lease and operate its Assets and Properties as described in the Final Prospectus; (ii) as to the authorized and issued capital of the CorporationCompany; (diii) the Initial Shares have been duly and validly authorized and issued and are outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (iv) the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares and Additional Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly allotted and reserved for issuance by the Company and, upon the exercise of the Over- Allotment Option for Additional Units including receipt by the Company of payment in full therefor, the Additional Shares will have been duly and validly authorized and issued and will be outstanding as fully-paid and non-assessable shares in the capital of the Company and the Additional Warrants will have been duly and validly created, authorized and issued by the Company; (v) the Initial Warrants have been duly and validly created, authorized and issued by the Company and the Warrants Shares issuable upon the exercise of the Warrants have been duly and validly allotted and reserved for issuance by the Company and, upon the exercise of the Warrants in accordance with their terms, including payment of the exercise price therefor, the Warrant Shares will have been duly and validly authorized and issued and will be outstanding as fully-paid and non- assessable Common Shares in the capital of the Company; (vi) the Broker Warrants have been duly and validly authorized and granted by the Company and the Broker Shares issuable upon the exercise of the Broker Warrants have been duly and validly allotted and reserved for issuance by the Company and, upon the exercise of the Broker Warrants in accordance with their terms, including payment of the exercise price therefor, the Broker Shares will have been duly and validly authorized and issued and will be outstanding as fully-paid and non- assessable Common Shares in the capital of the Company; (vii) the Corporate Finance Shares have been duly and validly authorized and issued and are outstanding as fully paid and non-assessable Common Shares in the capital of the Company; (viii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and the Warrant Indenture and to perform its obligations hereunder and thereunder; (ii) to offer, issue, sell and deliver the Initial Shares and the Initial Warrants comprising the Initial Units; (iii) to grant the Over-Allotment Option and offer, issue, sell and deliver the Additional Shares and Additional Warrants comprising the Additional Units issuable upon exercise of the Over- Allotment Option; (iv) to issue, sell and deliver the Warrant Shares upon the due exercise of the Initial Warrants and Additional Warrants; (v) to grant and issue the Broker Warrants; (vi) to issue, sell and deliver the Broker Shares upon the due exercise of the Broker Warrants and (vii) to grant and issue the Corporate Finance Shares; all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) Material and the filing thereof with the Securities Commissions in the Qualifying JurisdictionsCommissions; (gix) the Offered Company has duly authorized, executed and delivered, this Agreement, the Warrant Indenture and the Broker Warrant Certificates, and authorized the performance of its obligations hereunder and thereunder, including the offering, creation (as applicable), issue, sale and delivery of the Initial Shares have been validly issued and the Initial Warrants comprising the Initial Units, the grant of the Over-Allotment Option, the offering, creation (as fully paid applicable) issue, sale and nondelivery of the Additional Shares and Additional Warrants comprising the Additional Units issuable upon exercise of the Over-assessable Common SharesAllotment Option, the creation and grant of the Broker Warrants, the issue, sale and delivery of the Broker Shares upon exercise of the Broker Warrants and the offering, issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants; (hx) the Warrants have been duly execution and validly created delivery of this Agreement and issued in accordance with the provisions Warrant Indenture and the fulfillment of the Warrant Indenture; terms hereof and thereof, including the offering, creation (ias applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the grant of the Over-Allotment Option, the offering, creation (as applicable) issue, sale and delivery of the Additional Securities have been duly Shares and validly authorized, and Additional Warrants comprising the Additional Offered Shares have been allotted and reserved for issuance and Units upon exercise of the Over- Allotment Option Option, the creation and receipt of payment grant of the consideration thereforBroker Warrants, the applicable Additional Securities will be validly issued as fully paid andissue, if applicable, non-assessable Common Shares; (j) the Warrant Shares sale and the Additional Warrant Shares issuable upon the exercise delivery of the Broker Shares comprising the Broker Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws offering and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and the Additional Warrant Shares consummation of the transactions contemplated by the Corporation upon valid exercise of Warrants this Agreement and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements do not result in a breach of Canadian Securities Laws (whether after notice or lapse of time or both) or constitute a default under (i) any of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filedterms, proceeding taken conditions or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws provisions of the Qualifying Jurisdictions to permit the issuance and delivery constating documents, articles of incorporation or amalgamation, as applicable, of the Warrant Shares and Company, (ii) any resolutions of the Additional Warrant Shares to holders thereof shareholders or the board of directors (or any committee thereof) of the Company, or (iii) any Applicable Laws in the Qualifying JurisdictionsUnited States; (oxi) the issuance form and delivery terms of the Broker Warrant Shares by (i) definitive certificate representing the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms (if any), and conditions of the (ii) Broker Warrant Certificates is exempt from have been approved by the prospectus requirements of Canadian Securities Laws directors of the Qualifying Jurisdictions Company and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by comply in all material respects with the Corporation under Canadian Securities Laws laws of the Qualifying Jurisdictions to permit State of Nevada, the issuance and delivery constating documents of the Broker Warrant Shares to Company and the holders thereof in rules of the Qualifying JurisdictionsCSE; (pxii) the first trade of Post-Effective Amendment was declared effective under the Underlying U.S. Securities is exempt from Act on the prospectus requirements of Canadian Securities Lawsapplicable date, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade stop order suspending its effectiveness has been issued by the UnderwritersSEC, provided nor, to their knowledge, is a proceeding for that purpose pending before or contemplated or threatened by the trade is not a control distribution as defined in National Instrument 45-102 Resale of SecuritiesSEC; (qxiii) there are no persons with registration or other similar rights to have any debt or equity securities registered for sale under the Corporation is a reporting issuer, Post-Effective Amendment or its equivalent, included in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained offering contemplated by the regulatory authorities in Agreement pursuant to any contract filed as an exhibit to the provinces of British Columbia Post-Effective Amendment or Ontarioany report filed by the Company with the SEC and incorporated by reference into the Registration Statement; (rxiv) National Securities Administrators Ltd.the Company is not required and, at its principal office located after giving effect to the application of the proceeds received by the Company from the offering and sale of the securities as described in Vancouverthe Post-Effective Amendment, British Columbiawill not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, has been as amended; and (xv) Odyssey Trust Company is the duly appointed as the registrar and transfer agent for the Common SharesShares and the duly appointed warrant agent and registrar and transfer agent for the Warrants. (d) the Agent shall have received a certificate dated the Closing Date or the Option Closing Date, as applicable, signed by the Chief Executive Officer and Chief Financial Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the Agent, in form and content satisfactory to the Agent’s counsel, acting reasonably, with respect to: (i) the constating documents of the Company; (sii) National Securities Administrators Ltd.resolutions of the Company’s board of directors relevant to, at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditionsamong other things, the Listed Securities have been conditionally listed or approved for listing on issue and sale of the CSEOffered Units, the Shares, the Warrants and the Broker Warrants sold by the Company and the authorization of this Agreement and the other agreements and transactions contemplated herein; and (viii) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior incumbency and signatures of signing officers of the Company; (e) the Agent shall have received a certificate of status or the equivalent dated within one Business Day of the Closing Date, in respect of the Company and the Material Subsidiaries; (f) the Agent shall have received from the current auditors of the Company a “bring down” comfort letter, addressed to the Time Agent and the board of Closing; in a form acceptable to counsel to directors of the Underwriters and their counselCompany, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities ActDate, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date or Option Closing Date, as applicable, the information contained in the comfort letter referred to in Section 5(1)(c5(a)(iv) hereof; (5g) the Agent shall have received from the current auditors of Driven a certificate “bring down” comfort letter, addressed to the Agent and the board of directors of the Corporation Company, dated the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date or Option Closing Date, as applicable, the information contained in the comfort letters referred to in Section 5(a)(v) hereof; (h) the Company shall deliver to the Agent, at the Closing Time, certificates dated the Closing Date or the Option Closing Date, as applicable, addressed to the Underwriters Agent and signed on by the Corporation's behalf by its Chief Executive Officer and the Chief Financial Officer of the Company, or such other senior officers officer(s) of the Corporation satisfactory Company as may be acceptable to the Underwriters, acting reasonablyAgent, certifying for and on behalf of the Company and without personal liability, to the effect that: (ai) the Corporation Company has complied with and satisfied, in all material respects, respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing DateTime; (bii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions Company contained therein, herein are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Date, Time with the same force and effect as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.o

Conditions of Closing. The Underwriters' Purchaser acknowledges that the Company’s obligation to purchase issue and sell the Offered Purchased Securities pursuant to this Agreement shall be the Purchaser is subject to to, among other things, the following conditions: (1) The Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated Purchaser or Beneficial Purchaser, if any, executing and existing under returning to the Business Corporations Act (British Columbia) and has Agent, in accordance with Section 4 hereof, all requisite corporate power and capacity to carry documents required by the Securities Laws for delivery on businessbehalf of the Purchaser or Beneficial Purchaser, to own and lease its properties and assetsif any, including, without limitation, the applicable documents set out in Section 4 hereof, by no later than the time specified on page 2 hereof; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this fulfilment at or before the Closing Time of each of the conditions of the Closing set out in the Agency Agreement and to issue and sell except those conditions that are waived by the Offered Securities, and grant the Over-Allotment OptionAgent (in accordance with Section 5); (c) the authorized Company having obtained all required regulatory and issued capital corporate approvals, and all requisite third party consents, to permit the completion of the Corporationtransactions contemplated hereby; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of Company accepting this Subscription Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreementoffer, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuanceissue, sale and delivery of the Offered Securities and Special Warrants being exempt from the grant of the Over- Allotment Option do not and will not result requirements to file a prospectus or deliver an offering memorandum (as defined in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws) or any similar document under applicable Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option relating to the Underwriters; (n) the issuance issue, sale and delivery of the Warrant Shares and Special Warrants, or the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant IndentureCompany having received such orders, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents consents or approvals as may be required to be filedpermit such issue, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance sale and delivery of the Warrant Shares and Special Warrants without the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery requirement of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the filing a prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent delivering an offering memorandum or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSEany similar document; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (bf) the representations and warranties of the Corporation set forth in this Agreement are Purchaser being true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing DateTime. The Purchaser and each Beneficial Purchaser, as if made at such time; (d) no orderany, ruling or determination having acknowledges and agrees that the effect of ceasing or suspending trading in any securities Company will be required to provide to the Securities Commissions a list setting out the identities of the CorporationBeneficial Purchasers of the Special Warrants. Notwithstanding that the Purchaser may be purchasing Special Warrants as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), or prohibiting or restricting the distribution of any securities has been madePurchaser agrees to provide, or proceedings have been announcedon request, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, particulars as to the knowledge identity of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters undisclosed principal as may be reasonably requested required by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority Company or the CSE; (8) Agent in order to comply with the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing foregoing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or documentLaws.

Conditions of Closing. The Underwriters' obligation It is a condition of Closing that (i) all documents required to purchase the Offered Securities pursuant to this Agreement shall be subject completed and signed in accordance with Section 2 hereof be received on or prior to the following conditions: Closing Date, (1ii) The Underwriters receiving at the Time of ClosingCompany will have obtained all necessary approvals and consents, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLPincluding regulatory, counsel to the Corporation (who may rely oncourt and Exchange approvals, to the extent appropriate in purchase and sale contemplated by this Subscription Agreement, (iii) the circumstancesissue and sale of the Securities contemplated by this Subscription Agreement be exempt from the requirement to file a prospectus and any requirement to deliver an offering memorandum under applicable Securities Laws relating to the sale of the Securities, or alternatively provide directly the Company will have received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; (iv) the Company's counsel shall have delivered a legal opinion addressed to the UnderwritersSubscriber and its solicitors respecting, among other matters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification due incorporation and organization of the Offered Securities for sale to Company, the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may relydue authorization, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Subscription Agreement and the Investment Agreement, the Warrant Indenture and authorized capital of the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this AgreementCompany, the Warrant Indenture due allotment and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations issuance of the Corporation enforceable against it in accordance with their respective terms, subject Shares to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued Subscriber as fully paid and non-assessable Common Shares; (h) shares and the Warrants have been duly and validly created and issued in accordance with restrictions on the provisions transferability of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the favourable legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, all in form and substance satisfactory to the Underwriters and their counselSubscriber's solicitors, acting reasonably; ; and (3v) if required by the Underwriters receivingrules of the Exchange, at the Time Company will have obtained conditional approval of the Exchange for the listing of the Shares and the Warrant Shares which, in any event will be listed upon Closing, favourable legal opinions from legal counsel . The Subscriber acknowledges that the Company may be required to provide the Securities Regulators or other authorities pursuant to the Corporation acceptable to Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the Underwriters, regarding each of its Subsidiaries in “PCMLTFA”) with a form acceptable to list setting forth the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital identity of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate beneficial purchaser of the Corporation dated the Closing Date, addressed to the Underwriters and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (a) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Date; (b) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counselUnits. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. The Underwriters' obligation of the Underwriters to purchase the Offered Securities pursuant Initial Units at the Closing Time on the Closing Date and to this Agreement purchase any Additional Units at the Closing Time on an Option Closing Date shall be subject to the following conditionsfollowing: (1a) The the Underwriters receiving will receive at the Closing Time of Closinga legal opinion addressed to the Underwriters and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, favourable legal opinions from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, and from local counsel (only in respect of matters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (iii) as to the authorized and issued capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Shares, the Warrants and the Warrant Shares are accurately summarized in all material respects in the Prospectus; (v) the Initial Shares and Initial Warrants sold pursuant to the Offering have been duly and validly created and authorized and are issued and are outstanding as fully paid shares or securities (as the case may be) of the Company and, in the case of the Initial Shares, are non-assessable; (vi) the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares and Additional Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Company and, upon the exercise of the Over-Allotment Option including receipt by the Company of payment in full therefor, the Additional Shares and the Additional Warrants will be duly and validly created, authorized, issued and outstanding as fully paid shares or securities (as the case may be) and, in the case of the Additional Shares, are non- assessable; (vii) the Warrant Shares have been duly and validly allotted and reserved for issuance and upon the exercise of the Warrants in accordance with their terms, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Subordinate Voting Shares; (viii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and the Warrant Indenture and to perform its obligations hereunder and thereunder; (ii) to offer, issue, sell and deliver the Initial Shares and the Initial Warrants comprising the Initial Units; (iii) to grant the Over- Allotment Option and offer, issue, sell and deliver the Additional Shares and Additional Warrants issuable upon exercise of the Over-Allotment Option; and (iv) to issue, sell and deliver the Warrant Shares upon the exercise of the Warrants; (ix) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (x) the Company has duly authorized, executed and delivered, this Agreement and the Warrant Indenture and authorized the performance of its obligations hereunder and thereunder, including the offering, creation (as applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the grant of the Over-Allotment Option, the offering, creation (as applicable) issue, sale and delivery of Additional Shares and Additional Warrants upon exercise of the Over- Allotment Option, and the issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and each of this Agreement and the Warrant Indenture constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature; (xi) the execution and delivery of this Agreement and the Warrant Indenture and the fulfillment of the terms hereof and thereof, including the offering, creation (as applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the grant of the Over- Allotment Option, the offering, creation (as applicable) issue, sale and delivery of Additional Shares and Additional Warrants upon exercise of the Over- Allotment Option, and the issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and the consummation of the transactions contemplated by this Agreement and the Warrant Indenture, do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the articles of incorporation or amalgamation, as applicable, of the Company, or (ii) the laws of the Province of British Columbia and the federal laws of Canada applicable therein; (xii) if issued, the form and terms of the definitive certificate representing the Subordinate Voting Shares and the Warrants have been approved by the directors of the Company and comply in all material respects with the Business Corporations Act (British Columbia), constating documents of the Company and rules, by-laws and regulations of the CSE; (xiii) Odyssey Trust Company is the duly appointed registrar and transfer agent for the Subordinate Voting Shares and the duly appointed warrant agent and registrar and transfer agent for the Warrants; (xiv) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Initial Shares and the Initial Warrants comprising the Initial Units, the Over-Allotment Option and the Additional Shares and the Additional Warrants upon exercise of the Over-Allotment Option in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xv) the issuance by the Company of the Warrant Shares in accordance with and pursuant to the terms and conditions of the Warrants and the Warrant Indenture is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit or consent of the Securities Commissions is required to be obtained by the Company under the Applicable Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Warrant Shares; (xvi) the first trade in Warrant Shares underlying the Warrants is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Applicable Securities Laws of the Qualifying Jurisdictions to permit such trade through registrants registered under Applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that (i) such trade is not a “control distribution” as that term is defined in National Instrument 45-102 – Resale of Securities at the time of such trade, (ii) the Company is a reporting issuer (as defined under Applicable Securities Laws) at the time of such first trade, and (iii) such first trade is not a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution; (xvii) relying solely on the conditional approval letter (or equivalent) from the CSE, that the Shares and Warrants comprising the Initial Units and Additional Units and the Warrant Shares issuable upon the exercise of the Warrants and Additional Warrants have been conditionally approved for listing on the CSE, subject only to Standard Listing Conditions; and (xviii) confirming the statements under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions and limitations set out under such heading. In connection with such opinion, counsel to the Corporation (who Company may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters Underwriters, acting reasonably, as to the qualification for distribution of the Offered Securities for sale Units or opinions may be given directly by local counsel of the Company with respect to the public those items and as to other matters governed by the laws of jurisdictions in Canada other than the province or provinces in which they the Company’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances, circumstances but only as to matters of fact fact, on certificates of officers, public and exchange officials or officers of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation is a corporation validly incorporated Company and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assetsothers; (b) the Corporation has all necessary Underwriters shall have received a legal opinion from internal counsel of the Company, addressed to the Underwriters and legal counsel to the Underwriters with respect to: (i) the existence of each Cresco Subsidiary; (ii) the issued and outstanding securities of each Cresco Subsidiary and the securities thereof held by the Company or a Subsidiary; (iii) the corporate power and authority capacity of each Cresco Subsidiary to execute, deliver carry on its business and perform its obligations under this Agreement activities and to issue own and sell lease its property and assets; each such opinion to be in form and substance, acceptable to the Offered SecuritiesUnderwriters and their legal counsel, acting reasonably. In connection with such opinion, internal counsel of the Company may rely on, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Company, Cresco Subsidiaries and grant the Over-Allotment Optionothers; (c) the authorized Underwriters shall have received a favourable legal opinion from Fox Rothschild LLP regarding certain U.S. state regulatory matters, in form and issued capital substance satisfactory to the Underwriters, acting reasonably, which opinion may be subject to usual and customary qualifications for opinions of this type, in form and content satisfactory to the CorporationUnderwriters’ counsel, acting reasonably; (d) all necessary corporate action has been taken by the Corporation if any Initial Units or Additional Units are sold to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted purchasers in the discretion of a court of competent jurisdiction and that enforcement of rights United States or to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares; (h) the Warrants have been duly and validly created and issued in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed account or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time benefit of Closing; in a form acceptable to counsel to the Underwriters and their counsel, acting reasonably. (2) if applicableU.S. Persons, the Underwriters receivingwill receive, at the Time of ClosingClosing Time, the a favourable legal opinion dated the Closing Date from United States counsel to the Company, ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that no registration of the Offered Securities Initial Units and Additional Units offered and sold to purchasers in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, or to or for the account or benefit of U.S. Persons will not be required under the U.S. Securities Act, such opinion to be in form and substance satisfactory to the Underwriters and their counselsubstance, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their legal counsel, acting reasonably, it being understood that such counsel need not express its opinion with respect to any subsequent re-sale of such Initial Units and Additional Units; (e) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the effect set out belowUnderwriters, in form and content satisfactory to the Underwriters’ counsel, acting reasonably, with respect to: (ai) the Subsidiary having been incorporated notice of articles and existing under its jurisdiction articles of incorporationthe Company; (bii) resolutions of the Subsidiary having Company’s board of directors relevant to, among other things, the corporate capacity issue and power sale of the Shares and Warrants comprising the Offered Units to own be issued and lease its properties sold by the Company and assets the Warrant Shares issuable upon exercise of the Warrants, and to conduct its business as described in the Prospectusauthorization of this Agreement and the other agreements and transactions contemplated herein; and (ciii) as to the authorized incumbency and issued share capital signatures of signing officers of the Subsidiary and to the ownership thereofCompany; (4f) the Underwriters receiving, at shall have received a certificate of status or the Time equivalent dated within one Business Day of Closing, an auditors comfort letter dated the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Date, in respect of the Company and each Cresco Subsidiary; (g) the Company shall cause ▇▇▇▇▇▇ LLP, MNP LLP and FGMK LLC to deliver to the Underwriters a “bring down” comfort letter, addressed to the Underwriters and the board of directors of the Company, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter letters referred to in Section 5(1)(c) hereof; (5h) prior to Closing, a certificate of the Corporation “short form” comfort letter dated the Closing Date, addressed to the Underwriters in form and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor of CannaRoyalty Corp. with respect to (i) the unaudited condensed interim consolidated financial statements of CannaRoyalty Corp. incorporated by reference in the Offering Documents for the three months ended March 31, 2019 and March 31, 2019, together with the notes thereto; and (ii) the audited financial statements of CannaRoyalty Corp. incorporated by reference in the Offering Documents for the years ended December 31, 2018 and 2017, together with the notes thereto and the report of the auditor attached thereto, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the Closing Date, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (i) the Company shall deliver to the Underwriters, at the Closing Time, certificates dated the Closing Date or the Option Closing Date, as applicable, addressed to the Underwriters and signed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, or such other senior officer(s) of the Company as may be acceptable to the Underwriters, certifying for and on behalf of the Company and without personal liability, to the effect that: (ai) the Corporation Company has complied with and satisfied, in all material respects, respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or and satisfied at or prior to the Closing DateTime; (bii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions Company contained therein, herein are true and correct in all material respects (except for those that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as at the Closing Date, Time (except to the extent such representations and warranties speak as of a specific date or time in which case such as of that specific date or time only) with the same force and effect as if made on and as at such timethe Closing Time after giving effect to the transactions contemplated hereby; (diii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities Decision Document has been made, or proceedings have been announced, commenced or threatened issued by the Reviewing Authority for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, Base Prospectus pursuant to the Passport System and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closingpersons, no order, ruling or determination having the effect of ceasing the trading or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities Subordinate Voting Shares or any other securities of the Corporation's Company, or the Offered Units to be issued securities being and sold by the Company has been issued and no proceeding proceedings for such purpose being have been instituted or are pending or, to the knowledge of the Corporationsuch officers, threatened by any securities regulatory authority contemplated or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth hereinthreatened; and (12iv) since the Underwriters having received at respective dates as of which information is given in the Time of Closing such further certificatesProspectus or any Supplementary Material (A) there has been no material change (financial or otherwise) in the business, opinions of counsel and other documentation from the Corporation contemplated hereinassets (including intangible assets), provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.o

Conditions of Closing. 9.1 The Underwriters' obligation to purchase obligations of the Offered Securities pursuant to Agent under this Agreement shall be subject to the following conditions, which conditions are for the sole benefit of the Agent and may be waived in writing in whole or in part by the Agent, in its sole discretion: (1a) The Underwriters receiving the Agent shall have received at the Closing Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLPopinions, counsel addressed to the Corporation (who Agent, in form and substance satisfactory to the Agent and to the Agent's Counsel, acting reasonably, dated the Closing Date from the Corporation's Counsel as to the Laws of Canada and the Qualifying Provinces, which counsel in turn may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, upon the opinions of local or special counsel acceptable where they deem such reliance proper (or alternatively make arrangements to counsel have such opinions directly addressed to the Underwriters as to the qualification of the Offered Securities for sale to the public Agent), and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and all such counsel may rely, to the extent appropriate in the circumstances, also rely as to matters of fact fact, on certificates of officers, public officials and exchange officials or of the auditor or transfer agent senior officers of the Corporation), and letters from representatives of the CSE and the Transfer Agent, to the effect set forth belowthat (or as to, as applicable), based upon customary assumptions and subject to customary qualifications: (ai) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, business and to own and lease its properties and assetsassets as contemplated by the Prospectus; (b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option; (cii) the authorized and issued capital of the Corporation; (diii) the attributes of the Offered Shares are consistent in all material respects with the description of the Offered Shares in the Final Prospectus; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions in the Qualifying Provinces and, if applicable, the delivery of the final U.S. Private Placement Memorandum; (v) confirming the opinion of ▇▇▇▇▇▇▇▇ LLP concerning tax matters contained under the headings “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” in the Prospectus; (vi) the Corporation has all necessary corporate power, capacity and authority to (i) execute (if applicable) and deliver each of the Offering Documents and to file each of the Offering Documents in the Selling Jurisdictions, (ii) execute, deliver and perform its obligations under this Agreement and the Compensation Option Certificate, as applicable, (iii) to create, issue and sell the Offered Shares, and (iv) to issue the Agent's Commission Shares, the Compensation Options, the Compensation Shares, and the Corporate Finance Fee Shares; (vii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Broker Warrant Compensation Option Certificate and the performance of its obligations hereunder and thereunder and each of this Agreement, the Warrant Indenture Agreement and the Broker Warrant Compensation Option Certificate have each has been duly executed and delivered by the Corporation and constitute constitutes a legal, valid and binding obligations obligation of the Corporation enforceable against it in accordance with their respective its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (eviii) the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Broker Warrant Certificates Compensation Option Certificate and the fulfilment of the terms hereof and thereof by the Corporation and the creation, issuance, sale and delivery delivery, as applicable, of the Offered Shares and the Compensation Securities and the grant of the Over- Allotment Option Agent's Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation, or any British Columbia applicable corporate law and federal law applicable thereinor Applicable Securities Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (gix) the Offered Shares have been validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (hx) the Warrants Agent's Commission Shares and the Corporate Finance Fee Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (xi) the Compensation Options have been duly and validly created and issued and the Compensation Shares have been reserved, authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions of the Warrant Indenture; (i) the Additional Securities have been duly and validly authorizedCompensation Option Certificates, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of including payment of the consideration exercise price therefor, the applicable Additional Securities will be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the Warrant Compensation Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (xii) the form of definitive share certificate representing the Common Shares has been duly approved and adopted by the Corporation, complies with applicable Law, the articles of the Corporation and the resolution of the Board of Directors relating thereto and meets the requirements of the CSE; (xiii) the form of Compensation Option Certificate has been duly approved and adopted by the Corporation, complies with applicable Law, the articles of the Corporation and the resolution of the Board of Directors relating thereto and meets the requirements of the CSE; (xiv) subject to the fulfillment by the Corporation of the Standard Listing Conditions, the Common Shares (including the Offered Shares, Agent's Commission Shares, Corporate Finance Fee Shares and Compensation Shares issuable upon exercise of the Compensation Options) have been conditionally approved for listing on the CSE; (xv) the Transfer Agent, at its principal office in Vancouver, British Columbia has been duly appointed as the transfer agent and registrar of the Corporation for the Common Shares and the Proportionate Voting Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (mxvi) all necessary documents have been filed, filed and all necessary requisite proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders Authorizations of appropriate Regulatory Authorities under Applicable Securities Laws have been obtained under Canadian Securities Laws to permit qualify the Distribution of the Offered Securities to be offeredShares, sold the Agent's Commission Shares, the Compensation Options (and delivered the Compensation shares issuable upon exercise thereof) and the Corporate Finance Fee Shares in each of the Qualifying Selling Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Applicable Securities Laws of each such Selling Jurisdiction who comply have complied with the relevant provisions of such laws and the terms Applicable Securities Laws of such registration and to qualify the grant of the Over- Allotment Option to the UnderwritersSelling Jurisdictions; (nxvii) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by that the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the Warrant Indenture, respectively, is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation a "reporting issuer" under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not on a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National any Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSECommission; and (vxviii) with respect to such other matters as may reasonably be requested by the Underwriters no less than 48 hours Agent prior to the Time of ClosingClosing Time; in a form and substance acceptable to counsel to the Underwriters Agent, and their counselAgent's Counsel, acting reasonably. (2b) if applicablethe Agent shall have received from local counsel in each jurisdiction of incorporation, organization or formation, as the Underwriters receivingcase may be, at the Time of Closingeach Subsidiary, the favourable a legal opinion dated the Closing Date from ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Corporation, to the effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Actopinion, in form and substance satisfactory to the Underwriters Agent, and their counsel, acting reasonably; (3) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counselAgent's Counsel, acting reasonably, with respect to the effect set out belowfollowing matters: (ai) each of the Subsidiary having been incorporated and Subsidiaries is a corporation or other form of entity existing under its the laws of the jurisdiction of incorporationin which it was incorporated, organized, formed, amalgamated or continued, as the case may be; (bii) each of the Subsidiary having Subsidiaries has the corporate capacity and power to own and lease its properties and assets and to conduct its business as described currently being conducted; (iii) all of the issued and outstanding shares or other ownership interests or rights of the Subsidiaries are registered, directly or indirectly, in the Prospectusname of the Corporation or a subsidiary of the Corporation; and (civ) each Subsidiary being current with all corporate filings required to be made under its jurisdiction of incorporation, organization or formation, as to the authorized and issued share capital of the Subsidiary and to the ownership thereofcase may be; (4c) if any Offered Shares are offered and sold in the Underwriters receivingUnited States, at the Time of ClosingCorporation will cause a legal opinion to be delivered to the Agent by the Corporation's counsel, an auditors comfort letter dated and delivered on the Closing Date from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPDate, in form and substance reasonably satisfactory to the UnderwritersAgent, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date effect that registration under the information contained U.S. Securities Act is not required in connection with the comfort letter referred offer and sale of the Offered Shares, provided such offers and sales are made in compliance with Schedule C to in Section 5(1)(c) hereofthis Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Shares; (5d) a certificate the Corporation shall have delivered to the Agent without charge and in such numbers as the Agent may reasonably request, no later than the third Business Day after the issuance of the Final Passport System Decision Document, in each of the Qualifying Provinces, or such later time as may be agreed upon by the Corporation and the Agent, in such Canadian cities as the Agent may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus, the (final) U.S. Private Placement Memorandum, if applicable, and any Supplementary Material, if applicable; (e) the Agent shall have received at the Closing Time certificates dated the Closing Date, signed by the appropriate officers of the Corporation, addressed to the Underwriters Agent and the Agent's Counsel, with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the directors of the Corporation relevant to the sale of the Offered Shares, the issuance and delivery of the Compensation Options, Agent's Commission Shares and the Corporate Finance Fee Shares, and the authorization of the Offering Documents and the transactions contemplated herein and therein; and (iii) the incumbency and signatures of signing officers for the Corporation; (f) the Agent shall have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation's behalf Corporation by its the Chief Executive Officer and the Chief Financial Officer or such other senior officers of the Corporation satisfactory or any other officer acceptable to the UnderwritersAgent, acting reasonablyaddressed to the Agent certifying, certifying to the best of the information, knowledge and belief of each person so signing, after having made due inquiry and after having carefully examined the Offering Documents, that: (ai) since the date information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, capital, prospects, assets or liabilities (contingent or otherwise) of the Corporation and the Subsidiaries on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any of the Subsidiaries which constitutes a material change to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; (ii) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws in the Qualifying Provinces, and each such statement shall be true and the Agent shall have no knowledge to the contrary; (iii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Corporation has been issued or made by any Governmental Body and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, contemplated or threatened by any Governmental Body; (iv) the Corporation has complied with and satisfied, in all material respects, respects with all the terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; and (v) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (g) the Agent shall have received (i) at the Closing Time, the electronically executed Compensation Option Certificate, and (ii) the original, fully executed Compensation Option Certificate no later than three Business Days following Closing; (h) the Agent shall have received from each of the Locked-up Persons identified in Schedule "B" hereto, an executed Lock-up Agreement in a form satisfactory to the Agent, acting reasonably; (i) the Agent shall have received at the Closing Time a bring-down comfort letter dated the Closing Date from the Corporation's Auditors addressed to the Agent and the Board of Directors, in form and substance satisfactory to the Agent, and the Agent's Counsel, similar to the comfort letter to be delivered to the Agent pursuant to Section 4.1(b) with such changes as may be necessary to bring the information therein forward to a date which is no earlier than two Business Days prior to the Closing Date, which changes shall be acceptable to the Agent; (j) the Agent shall have received a certificate of status and/or compliance, where issuable under applicable Law, for the Corporation, and each Subsidiary, dated within one Business Day prior to the Closing Date; (bk) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at the Closing Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings Agent shall have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (e) the Corporation has made and/or obtained, at or prior to the Time of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, received a certificate from National Securities Administrators Ltd. the Transfer Agent as to the number of Common Shares issued and outstanding as at the end of business day the Business Day on the date prior to the Closing Date; (7l) the Agent shall have received at the Closing Time such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent, and the Agent's Counsel, acting reasonably, as the Agent and the Agent's Counsel may reasonably request; (m) the Agent shall have received evidence of Closingthe approval (or conditional approval) of the listing and posting for trading of the Common Shares (including the Offered Shares, the Agent's Commission Shares, the Corporate Finance Fee Shares and the Compensation Shares issuable upon exercise of the Compensation Options on the CSE, subject only to satisfaction by the Corporation of the Standard Listing Conditions; (n) all Authorizations or filings as may be required by any Governmental Body, or any other third party necessary to complete the sale of the Offered Shares as contemplated herein shall have been made or obtained; (o) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the securities underlying the Offered Securities Shares or any of the Corporation's issued securities being shall have been issued and no proceeding for such purpose being shall be pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Underwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth hereinRegulatory Authority; and (12p) each of the Underwriters having received at the Time representations and warranties of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated hereincontained in this Agreement shall be true and correct as of the Closing Time, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the satisfaction of the Agent, acting reasonably, as if made at and as of each such Closing Time of Closing that is sufficient for and the Corporation shall have fulfilled each of the covenants contained in this Agreement to obtain and deliver such certificatethe satisfaction of the Agent, opinion or documentacting reasonably.