Common use of Consents, Approvals and Conflicts Clause in Contracts

Consents, Approvals and Conflicts. None of the offering and sale of the Subscription Receipts, the Common Shares issuable thereunder, the Warrants and the Common Shares issuable upon exercise of the Warrants, the Broker Options and the Common Shares issuable upon exercise thereof, the execution and delivery of this Agreement, the Subscription Agreements, the Broker Options, the compliance by the Company with the provisions of this Agreement, the Subscription Agreements or the consummation of the transactions contemplated herein and therein including, without limitation, the issue of the Subscription Receipts to the Purchasers for the consideration and upon the terms and conditions as set forth in the Subscription Agreements, the issue of the Common Shares issuable under the Subscription Receipts, the issue of the Warrants and the Common Shares issuable upon exercise of the Warrants, the issue of the Broker Options and the Common Shares issuable upon exercise thereof do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Applicable Securities Laws and under the policies of the TSX-V and will be obtained by the Closing Date, or (ii) to the best of the knowledge of the Company, conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of the properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, the notice of articles or articles of the Company or any resolution passed by the directors (or any committee thereof) or shareholders of the Company, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Company or any of the properties or assets thereof which could have a material adverse affect on the condition (financial or otherwise), business, properties or results of operations of the Company (taken as a whole).

Consents, Approvals and Conflicts. None of the offering and sale of the Subscription ReceiptsOffered Units, the Common Shares issuable thereunder, the Warrants and the Common Shares issuable upon exercise grant of the Warrants, the Broker Options and the Common Shares issuable upon exercise thereofOver-Allotment Option, the execution and delivery of this Agreement, the Subscription Agreements, Warrant Indenture or the Broker OptionsOffering Documents, the compliance by the Company with the provisions of this Agreement, Agreement or the Subscription Agreements Warrant Indenture or the consummation of the transactions contemplated herein and therein herein, in the Warrant Indenture or in the Offering Documents including, without limitation, the issue of the Subscription Receipts to Offered Units or grant of the Purchasers for the consideration and Over-Allotment Option upon the terms and conditions as set forth in the Subscription Agreementsherein, the issue of the Common Shares issuable under the Subscription Receipts, the issue of the Warrants and the Common Shares issuable upon exercise of the Warrants, the issue of the Broker Options and the Common Shares issuable upon exercise thereof do or will (i) subject to compliance by the Agent with the provisions of this Agreement, require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Personperson, except (A) such as have been been, or will by the Closing Date, be obtained, or (B) such as may be required under the Applicable Securities Laws and of any of the Qualifying Jurisdictions, or (C) such as may be required under the policies of the TSX-V CSE and will be obtained by the Closing Date, or (ii) to the best of the knowledge of the Company, conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which it any of them or any of the properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, the notice of articles or articles by-laws or any other constating document of the Company or any Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the CompanyCompany or any Subsidiary, or any statute or any judgment, decree, law, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Company or any Subsidiary or any of the properties or assets thereof which could have a material adverse affect on the condition (financial or otherwise), business, properties or results of operations of the Company (taken as a whole)thereof.

Consents, Approvals and Conflicts. None of the offering Offering and sale of the Subscription Receipts, the Common Shares issuable thereunder, the Warrants and the Common Shares issuable upon exercise of the Warrants, the Broker Options and the Common Shares issuable upon exercise thereofOffered Securities, the execution and delivery of this Agreement, Agreement or the Subscription Agreements, the Broker OptionsAncillary Documents, the compliance by the Company with the provisions of this Agreement, Agreement and the Subscription Agreements Ancillary Documents or the consummation of the transactions contemplated herein and therein including, without limitation, the incurring of Qualifying Expenditures and the issue of the Subscription Receipts to Offered Securities, Warrant Shares, the Purchasers for the consideration Agent Compensation Options and Agent Compensation Shares upon the terms and conditions as set forth herein and in the Subscription AgreementsProspectus Supplement, the issue of the Common Shares issuable under the Subscription Receipts, the issue of the Warrants and the Common Shares issuable upon exercise of the Warrants, the issue of the Broker Options and the Common Shares issuable upon exercise thereof do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority Governmental Authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Applicable Securities Laws and under U.S. Securities Laws and the policies of the TSX-V Stock Exchanges and will be obtained by the Closing Date, provided that, in the case of each of the Stock Exchanges, the conditional acceptance of the Offering will be obtained by the Closing Date with the final acceptance of each of the Stock Exchanges of the Offering to be obtained as soon as practicable after the Closing Date, or (ii) to the best of the knowledge of the Company, conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it any of them or any of the properties or assets thereof is bound, or (iii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, the notice of articles or articles by-laws of the Company or any resolution passed by the directors (or any committee thereof) or shareholders of the Company, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority Governmental Authority applicable to the Company or any of the properties or assets thereof which could have a material adverse affect on the condition (financial or otherwise), business, properties or results of operations of the Company (taken as a whole)Material Adverse Effect.

Consents, Approvals and Conflicts. None of the offering and sale of the Subscription Receipts, the Common Shares issuable thereunder, the Warrants and the Common Shares issuable upon exercise of the Warrants, the Broker Options and the Common Shares issuable upon exercise thereofOffered Shares, the execution and delivery of this Agreement, Agreement or the Subscription Agreements, the Broker Options, Compensation Warrant Certificates and the compliance by the Company Corporation with the provisions of this Agreement, Agreement and the Subscription Agreements Compensation Warrant Certificates or the consummation of the transactions contemplated herein and therein or thereby including, without limitation, the issue of the Subscription Receipts to Offered Shares upon the Purchasers terms and conditions set forth herein and the issue of the Compensation Shares for the consideration and upon the terms and conditions as set forth in the Subscription Agreements, the issue of the Common Shares issuable under the Subscription Receipts, the issue of the Warrants and the Common Shares issuable upon exercise of the Warrants, the issue of the Broker Options and the Common Shares issuable upon exercise thereof Compensation Warrant Certificates do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority Regulatory Authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Applicable applicable Securities Laws and under the policies of the TSX-V Exchange and will be obtained by the Closing Date, ; or (ii) to the best of the knowledge of the Company, conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company Corporation or any of the Material Subsidiaries is a party or by which it or any of the properties or assets thereof is bound, or (iii) conflict with the constating documents of the Corporation or result in any breach or violation of any of the provisions of, or constitute a default under, the notice of articles or articles of the Company Material Subsidiaries or any resolution passed by the directors (or any committee thereof) or shareholders of the CompanyCorporation or any of the Material Subsidiaries, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Company Corporation or any of the Material Subsidiaries or any of the properties or assets thereof which could have a material adverse affect effect on the condition (financial or otherwise), business, properties or results of operations of the Company (taken as a whole)Corporation or any of the Material Subsidiaries.