Common use of Deliveries on Filing and Related Matters Clause in Contracts

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Prospectus with the Securities Commissions, a “long- form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP the Corporation’s Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information and other financial information contained in the Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long form” comfort letter of the Former Auditors, dated to the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition addressed to the auditors’ report incorporated by reference Underwriters, in form and substance satisfactory to the ProspectusUnderwriters, acting reasonably, containing statements and information of the type ordinarily included in “comfort letters” to underwriters in connection with the Offering. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use any Supplementary Material comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws; the offer and sale of the Offered Securities in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “B” hereto) and U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Lead Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesSecurities. (4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance issuance, and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States” and (ii) the following (or similar) disclosure: “The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or in compliance with an applicable exemption from such registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.” (6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersUnderwriters and Goldcorp: (ai) prior to at the time Time of each filing thereofClosing, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and Final Prospectus in the form English language signed and certified as required by the Canadian Securities LawsLaws in the Qualifying Jurisdictions other than Québec; (bii) prior to at the time Time of filing thereofClosing, a copy of the Preliminary Prospectus and the Final Prospectus in the French language signed and certified as required by the Canadian Securities Laws applicable in Québec; (iii) at the Time of Closing, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under the Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in filing of the Prospectus (other than documents already filed publicly with a Securities Commission); andProspectus; (civ) concurrently with the filing of the French language version of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Commissions, opinions of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., dated the date of the Preliminary Prospectus and the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel and the directors of the Corporation, to the effect that the French language version of each of the Preliminary Prospectus and the Final Prospectus, including all Documents Incorporated by Reference, except for the Financial Statements and certain other financial information, including management’s discussion and analysis (collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, i (v) concurrently with the filing of the French language version of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Commissions, opinions of Deloitte & Touche LLP dated the date of the Preliminary Prospectus and the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel and the directors of the Corporation, to the effect that the French language version of the Financial Information contained in the Preliminary Prospectus and the Final Prospectus is, in all material respects, a complete and proper translation of the English language version thereof; (vi) concurrently with the filing of the Final Prospectus with the Canadian Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP & Touche LLP, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days business days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Selling Shareholder and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Final Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writingFinal Prospectus and the auditors’ comfort letter, such deliveries shall also constitute the Corporation’s consent if any, addressed to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were madeCommissions; and (cvii) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of Preliminary Prospectus, the Final Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwritersare prepared, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”Memorandum.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriters and Goldcorp: (a) prior to at the time Time of each filing thereofClosing, a copy of the Canadian Preliminary Prospectus and the Canadian Final Prospectus in the English language and a copy of the Canadian Final Prospectus in the French Language, each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to at the time Time of filing thereofClosing, a copy of any Issuer Free Writing Prospectus, Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Applicable Securities Laws in connection with the Offering, including any document incorporated by reference in the Canadian Final Prospectus (other than documents already filed publicly with a Securities Commission); and) and any documents included as exhibits in the U.S. Final Prospectus; (c) at the Time of Closing, a copy of the Initial U.S. Registration Statement and the Amended U.S. Registration Statement signed as required by the U.S. Securities Laws; (d) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of BCF LLP, dated the date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of each of the Canadian Preliminary Prospectus and the Canadian Final Prospectus, including all Documents Incorporated by Reference, except for the Financial Statements and certain other financial information, including management's discussion and analysis (collectively, the "Financial Information"), as to which no opinion need be expressed by such counsel, is, in all material respects, a “long- form” comfort letter complete and accurate translation of the English language version thereof; (e) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of Deloitte & Touche LLP dated the date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of the Financial Information contained in the Canadian Preliminary Prospectus and the Canadian Final Prospectus conforms, in all material respects, to the English language version thereof; (f) at the Applicable Time, the Underwriters shall have received from Deloitte & Touche LLP a letter dated such date, in form and substance satisfactory to counsel for the Underwriters, acting reasonably, together with signed or reproduced copies of such letter for each of the Underwriters, containing statements and information of the type ordinarily included in accountants' "comfort letters" to U.S. and Canadian underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package; and (g) concurrently with the filing of the Canadian Final Prospectus with the Canadian Securities Commissions, a "long-form" comfort letter of Deloitte & Touche LLP, dated the date of the Canadian Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days business days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Selling Shareholder, and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Canadian Final Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ ' report incorporated by reference in the Canadian Final Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriters prior to or concurrently with the filing of the Preliminary Prospectus with the Securities Commissions: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated Supplementary Material or Document Incorporated by reference Reference in the Preliminary Prospectus (other than documents already filed publicly with a Securities Commission); (c) an opinion from BCF LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Preliminary Prospectus, including the Documents Incorporated by Reference (except for the Financial Material and the Permanent Exemption Material), is, in all material respects, a complete and accurate translation of the English language version thereof; and (cd) an opinion from Deloitte LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Preliminary Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation shall deliver to each of the Underwriters prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions: (a) a copy of the Final Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of any other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); (c) a “long- long-form” comfort letter of Deloitte LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the auditors’ report incorporated consent letter and comfort letter (if any) addressed to the Canadian Securities Regulators; (d) an opinion from BCF LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Final Prospectus, including all Documents Incorporated by reference Reference (except for the Financial Material and the Permanent Exemption Material), is, in all material respects, a complete and accurate translation of the English language version thereof; (e) an opinion from Deloitte LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Final Prospectus. , is, in all material respects, a complete and accurate translation of the English language version thereof; (f) a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing as specified by the TSX; and (g) a copy of the NYSE supplemental listing application executed by the Corporation; Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (23) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in sections 4(1) and 4(2) above: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectustherein) are true and correct, in all material respects, and contain no misrepresentation and constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Final Prospectus, as applicable) full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Shares as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (cb) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectustherein, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (34) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Memoranda, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing receipt of the Prospectus with Preliminary Receipt and the Securities CommissionsFinal Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery points outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Memoranda for the offer and sale of the Offered Shares in the United States to U.S. Purchasers in compliance with the provisions of this Agreement and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (45) Each of the Corporation and the Underwriters hereby approves the template version of the term sheet for the Offering dated January 9, 2014 agreed to between the parties (the “Marketing Materials”). The Marketing Materials will be incorporated by reference into the Prospectus, and the Corporation has filed the Marketing Materials with each of the Securities Commissions. (6) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States will comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.. The Corporation agrees that it will issue a separate U.S. version of any press release in respect of the Offering for distribution in the United States that complies with Rule 135c under the U.S. Securities Act, and shall furnish such separate U.S. version of the press release to the SEC on the appropriate Form 6-K.

Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the UnderwritersAgents: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and in the form Final Prospectus signed and certified by the Company as required by Canadian applicable Securities Laws; (bii) prior to at the time of filing thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Company in compliance with applicable Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); andLaws; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors and officers of the Corporation, Company from the Company’s Auditors with respect to certain financial and accounting information relating contained in the Final Prospectus, which letter shall be based on a review by the Company’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Reference, letter and which letter shall be in addition to the auditors’ report consent letter and comfort letter (if any) addressed to the Canadian Securities Regulators; (iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, and upon request of the Lead Agent, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Shares in the United States (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and (v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Shares and Compensation Shares has been approved, subject only to satisfaction by the Company of customary post-closing conditions imposed by the TSX (the “TSX Listing Conditions”). (b) The Company shall also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporated by reference in the Prospectus. Unless otherwise advised in writingFinal Prospectus of any Subsequent Disclosure Document, such deliveries the Company shall also constitute the Corporation’s consent deliver to the Underwriters’ use of Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the Offering Documents extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawssubsection 5(a)(iii). (2c) The Corporation represents Delivery of the Preliminary Prospectus, the Final Prospectus and warrants any Supplementary Material by the Company shall constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that Agents that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use the Agents) contained and incorporated by reference in a the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, Shares as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use in a Prospectusthe Agents) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and; (ciii) except with respect to any information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use in a Prospectusthe Agents, the Offering Documents such documents comply fully with the requirements of the Canadian applicable Securities Laws; and (iv) except as set forth or contemplated in the Prospectus or any Supplementary Material or as has otherwise been publicly disclosed, there has been no adverse material change (actual, anticipated, contemplated, proposed, threatened, whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Company on a consolidated basis since the end of the period covered by the Financial Statements. Such deliveries shall also constitute the Company’s consent to the Agents’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Shares in the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing. (3d) The Corporation shall Company confirms that it has previously delivered to the Agents copies of the Preliminary Prospectus signed as required by Securities Laws in the Qualifying Provinces and such number of commercial copies of the Preliminary Prospectus as the Agents requested. The Company shall: (i) cause commercial copies of the Prospectus, Final Prospectus and any Supplementary Material to be delivered to the Underwriters Agents without charge, in such quantities numbers and at such locations in such cities the Qualifying Provinces as the Underwriters Agents may reasonably request by written instructions request, forthwith after the Agents have been advised that the Company has complied with the Securities Laws in the Qualifying Provinces with respect to the printer filing of such documents the Final Prospectus and a Passport Decision Document has been issued pursuant to the Passport System. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after compliance with applicable Securities Laws in the Qualifying Provinces with respect to the filing of the Prospectus with the Securities CommissionsFinal Prospectus, but, in any event and on or before noon (Toronto time) on the next a date which is two Business Day Days after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly Regulators issue decision documents for, or accept for filing, as the case may be, any Supplementary Material; (ii) cause to be delivered to the Agents, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Agents may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall amendments thereto; and (iii) cause to be provided to the UnderwritersAgents, without costcharge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters Agents may reasonably request for use in connection with the distribution of the Offered Shares. (4e) Subject to compliance with Canadian Securities Laws, during During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation Company will promptly provide to the Co-Lead Underwriters Agents drafts of any press releases of the Corporation Company for review by the Co-Lead Underwriters prior to issuance Agents and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering Agents’ counsel prior to issuance. (f) Prior to the filing of the Final Prospectus with the Canadian Securities Regulators, such approval not the Company shall file or cause to be unreasonably withheld filed with the TSX and the NASDAQ, all necessary documents (if any) and shall take or delayed. If required by Securities Lawscause to be taken all necessary steps to ensure that the Company has obtained all necessary approvals for the Shares and Compensation Shares to be conditionally listed on the TSX and the NASDAQ, any press release announcing or otherwise referring subject only to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”TSX Listing Conditions.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver deliver, or cause to be delivered, to each of the Underwriters: (ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Securities Commissions in the Canadian Offering Jurisdictions, a copy of the Preliminary Prospectus manually and the Final Prospectus signed on behalf of the Corporation, by the persons and in the form signed and certified Corporation as required by Canadian Applicable Securities Laws;, (bii) prior to the time filing of filing thereofany Supplementary Material with the Securities Commissions in the Canadian Offering Jurisdictions, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with Applicable Securities Laws in connection with the OfferingLaws, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (ciii) concurrently with the filing of the Final Prospectus with the Securities CommissionsCommissions in the Canadian Offering Jurisdictions, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation from the Corporation, ’s auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ report incorporated by reference consent letter addressed to the Securities Commissions in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Canadian Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities LawsJurisdictions. (2b) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a writing) contained in the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, correct in all material respects, respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsQualified Securities; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting, the Offering Documents such documents comply fully in all material respects with the requirements of Applicable Securities Laws in the Canadian Offering Jurisdictions. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Qualified Securities in the Canadian Offering Jurisdictions in compliance with this Agreement and Applicable Securities Laws. (3c) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such quantities numbers and in such cities locations as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of such documents the Preliminary Prospectus, the Final Prospectus and any Supplementary Material. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon (Toronto time) on the next date which is one Business Day for deliveries to be made in Toronto and two Business Days for deliveries to be made outside of Toronto after the filing Ontario Securities Commission, as principal regulator, has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Prospectus and the Final Prospectus. Such deliveries shall constitute , and on or before a date which is two Business Days after the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares Securities Commissions in the Qualifying Canadian Offering Jurisdictions issue receipts in compliance with respect of, or accept for filing, as the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of case may be, any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesMaterial. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. ‌ (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws, along with a copy of the applicable U.S. Private Placement Memorandum; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP the current auditors of the Corporation, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Final Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report reports incorporated by reference in the Final Prospectus. ; and‌ (d) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by the Corporation of the customary post-closing conditions as specified by the TSX (the “Standard Listing Conditions”).‌ Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Preliminary Prospectus or the Final Prospectus, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after obtaining the filing receipt therefor (or for delivery locations outside of Toronto, on the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws, of the applicable U.S. Private Placement Memorandum for the offer and sale of the Offered Shares in the United States in compliance with the provisions of this Agreement and U.S. Securities Laws, and for the offer and sale of the Offered Shares (or CDIs in respect of those Offered Shares) in Australia in compliance with the provisions of this Agreement and Australian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Each of the Corporation and the Underwriters have approved the Marketing Material, including the template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters covenant and agree that during the distribution of the Offered Shares, they will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriters, in addition to the Marketing Material, the Corporation will cooperate, acting reasonably, with the Underwriters in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation shall Company will deliver to each of the Underwriters: (ai) prior to the time of each filing thereof, a copy of the Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Preliminary Prospectus with the Securities CommissionsRegulators a copy of the Preliminary Prospectus in the English language signed and certified, as applicable, by the Company as required by applicable Securities Laws in the Qualifying Jurisdictions; (ii) prior to or concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators: a. a copy of the Final Prospectus in the English language signed and certified, as applicable, by the Company as required by applicable Securities Laws in the Qualifying Jurisdictions; and b. a “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, Company from the Company’s Auditors with respect to certain financial and accounting information relating the Financial Information contained in the Final Prospectus, within a cut- off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Referenceletter, which letter shall will be in addition to the auditors’ report reports incorporated by reference in the Final Prospectus and the consent letter of the Company’s Auditors addressed to the Canadian Securities Regulators;‌ (iii) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, if requested by the Underwriters, the U.S. Private Placement Memorandum and any amendments thereto; and (iv) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of documents relating to the filings required for the listing and posting for trading on the CSE of the Unit Shares and the Warrant Shares, subject only to satisfaction by the Company of customary post-Closing filings required by the CSE (the “Standard Listing Conditions”). (b) The Company will also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material. Unless otherwise advised Concurrently with the delivery of any Supplementary Material or the incorporation by reference in writingthe Offering Documents of any Subsequent Disclosure Document, such deliveries shall also constitute the Corporation’s consent Company will deliver to the Underwriters’ use of the Offering Documents , with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawssubsection 5(a)(ii)b hereof. (2c) The Corporation represents Delivery of the Preliminary Prospectus, the Final Prospectus any Supplementary Material and warrants any Marketing Materials by the Company will constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained and/or incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, Securities as required by Canadian applicable Securities LawsLaws in the Qualifying Jurisdictions; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished not provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Offering Documents Final Prospectus or any Supplementary Material, such documents comply fully in all material respects with the requirements of applicable Securities Laws in the Canadian Qualifying Jurisdictions. Such deliveries will also constitute the Company’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Marketing Material or Supplementary Material in connection with the distribution of the Offered Securities Lawsin compliance with this Agreement, unless otherwise advised in writing. (3d) The Corporation shall Company will: (i) cause commercial copies of the Prospectus, Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such quantities numbers and at such locations in such cities the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Company’s financial printer given forthwith after the Underwriters have been advised that the Company has complied with the Securities Laws in the Qualifying Jurisdictions with respect to the filing of such documents the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after compliance with applicable Securities Laws in the Qualifying Jurisdictions with respect to the filing of the Prospectus with the Securities CommissionsFinal Prospectus, but, in any event and on or before noon (Toronto time) on the next a date which is two Business Day Days after the filing Principal Regulator has issued a receipt, on its own behalf and on behalf of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly Regulators, for, or accepted for filing, as the case may be, any Supplementary Material; (ii) cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall amendments thereto; and (iii) cause to be provided to the Underwriters, without costcharge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus, any Marketing Materials or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesSecurities. (4e) Subject to compliance with Canadian Securities Laws, during During the period commencing on the date hereof and until the completion of the distribution of the Offered SharesSecurities, the Corporation Company will promptly provide to the Co-Lead Underwriters Underwriter drafts of any press releases of the Corporation for review by Company and the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as Company will agree to the form and content and form of any press release relating to thereof with the Offering Lead Underwriter prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any Any such press release announcing or otherwise referring announcement will contain the following disclaimer: “This news release does not constitute an offer to the Offering disseminated sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States shall comply with Securities Act of 1933, as amended (the requirements of Rule 135c “U.S. Securities Act”) or any U.S. Securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and any press release announcing other applicable U.S. Securities Laws or otherwise referring an exemption from such registration is available.”. (f) Prior to the Offering disseminated outside filing of the United States shall include an appropriate notation on each page as follows: “Not for distribution Final Prospectus with the Canadian Securities Regulators, the Company will use its commercially reasonable best efforts to file or cause to be filed with the CSE all necessary documents and will use its commercially reasonable best efforts to take or cause to be taken all necessary steps to ensure that the Company complied with all CSE requirements relating to the U.S. news wire serviceslisting of the Unit Shares and Warrant Shares on the CSE, or dissemination in subject only to the United States”Standard Listing Conditions.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and Final Prospectus in the form English language signed and certified by the Corporation as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces; (bii) prior to at the time of filing thereofClosing Time, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian applicable Securities Laws of the Qualifying Provinces in connection with the Offering, including any document incorporated by reference in filing of the Prospectus (other than documents already filed publicly with a Securities Commission); andFinal Prospectus; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation from: (i) the Corporation, ’s Auditors with respect to certain financial the Financial Information contained in the Final Prospectus; and accounting information relating (ii) Mettrum’s Auditors with respect to the Corporation Spectrum Canada Financial Information incorporated by reference in the Final Prospectus, including all Documents Incorporated which letters shall be based on a review by Referencethe Corporation’s Auditors and Mettrum’s Auditors, respectively, within a cut-off date of not more than two Business Days prior to the date of the letters, which letter letters shall be in addition to the auditors’ report reports incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute Final Prospectus and the consent letters of the Corporation’s consent Auditors and Mettrum’s Auditors addressed to the Canadian Securities Regulators; (iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, if requested by the Underwriters’ use , the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum and any amendments thereto; and (v) prior to the filing of the Offering Documents in connection Final Prospectus with the distribution Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares in compliance with this Agreement and Securities Lawshas been approved, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (2b) The Corporation represents shall also prepare and warrants deliver promptly to the Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Offering Documents of any Subsequent Disclosure Document, the Corporation shall deliver to the Underwriters, with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that referred to in subsection 5(a)(iii) hereof. (c) Delivery of the Offering Documents that Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained and/or incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Shares as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished not provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Offering Documents Final Prospectus or any Supplementary Material, such documents comply fully in all material respects with the requirements of applicable Securities Laws in the Canadian Securities LawsQualifying Provinces. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Shares in compliance with this Agreement, unless otherwise advised in writing. (3d) The Corporation shall shall: (i) cause commercial copies of the Prospectus, Preliminary Prospectus and the Preliminary U.S. Private Placement Memorandum to be delivered to the Underwriters without charge, in such quantities numbers and at such locations in such cities the Qualifying Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Provinces with respect to the filing of such documents the Preliminary Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after compliance with applicable Securities Laws in the Qualifying Provinces with respect to the filing of the Preliminary Prospectus; (ii) cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Commissions, butLaws in the Qualifying Provinces with respect to the filing of the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event event, on or before noon (Toronto time) a date which is one Business Day after compliance with applicable Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus, and on the next or before a date which is one Business Day after the filing Principal Regulator has issued a receipt, on its own behalf and on behalf of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly Regulators, for, or accepted for filing, as the case may be, any Supplementary Material; (iii) cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall amendments thereto; and (iv) cause to be provided to the Underwriters, without costcharge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4e) Subject to compliance with Canadian Securities Laws, during During the period commencing on the date hereof and until the completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by and the Co-Lead Corporation will agree to the form and content thereof with the Underwriters prior to issuance issuance. (f) Prior to the filing of the Final Prospectus with the Canadian Securities Regulators, the Corporation shall file or cause to be filed with the TSX all necessary documents and shall obtain take or cause to be taken all necessary steps to ensure that the prior approval of Corporation has obtained all necessary approvals for the Co-Lead Underwriters as Offered Shares to be conditionally listed on the TSX, subject only to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”Standard Listing Conditions.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriter: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP the Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor the Auditors within two (2) Business Days of the date of such letter), in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other financial information contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference, ) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditors’ report incorporated by reference in auditor’s consent letter and comfort letter (if any) addressed to the ProspectusSecurities Commissions. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Underwriter’s use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters Underwriter with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriter as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Underwriter and furnished by them it specifically for use in a Prospectus) are true and correct, correct in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them it specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use any Supplementary Material comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto Vancouver time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter’s use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material Laws and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution offer and sale of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated Units in the United States shall comply and to, or for the account or benefit of, U.S. Persons in compliance with the requirements provisions of Rule 135c under the U.S. Securities Act this Agreement (including, without limitation, Schedule “A” hereto) and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.U.S.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated Document Incorporated by reference Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte PricewaterhouseCoopers LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference, ) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditors’ report incorporated consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by reference in the ProspectusCorporation of the customary post-closing conditions as specified by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and; (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Each of the Corporation and the Underwriters have approved the Marketing Material, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Shares, it will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”. (6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Shares for sale or distribution outside of Canada.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons Persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated Document Incorporated by reference Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- "long-form” " comfort letter of Deloitte LLP the Corporation's Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information and other financial information contained in the Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditor's consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) concurrently with the filing of the Final Prospectus with the Securities Commissions, a "long form" comfort letter of the Former Auditors, dated to the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition addressed to the auditors’ report incorporated by reference Underwriters, in form and substance satisfactory to the ProspectusUnderwriters, acting reasonably, containing statements and information of the type ordinarily included in "comfort letters" to underwriters in connection with the Offering. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s 's consent to the Underwriters’ ' use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use any Supplementary Material comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ ' use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws; the offer and sale of the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule "B" hereto) and U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Lead Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ ' use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesSecurities. (4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance issuance, and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: “"Not for distribution to the U.S. news wire services, or dissemination in the United States”" and (ii) the following (or similar) disclosure: "The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a "U.S. person" (as such term is defined in Regulation S under the U.S. Securities Act ("U.S. Person")) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities in the United States or to, or for the account or benefit of, a U.S. Person." (6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent: (ai) prior to the time filing of each filing thereofthe Final Prospectus, a copy of the Final Prospectus manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Corporation as required by Canadian the Securities Laws; (bii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated by reference consent letter or comfort letter addressed to the Canadian Securities Regulators; (iii) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of ▇▇▇▇▇▇ Law LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute section of the Corporation’s consent Prospectus entitled "Eligibility for Investment" addressed to the Underwriters’ use Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; (iv) prior to the filing of the Offering Documents in connection Final Prospectus with the distribution Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of the Offered Shares have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the CSE (the “Standard Listing Conditions”). (b) The Corporation shall also prepare and deliver promptly to the Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with this Agreement and the Securities Laws. (2c) The Delivery of the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Offering Documents such documents comply fully in all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use of the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions. (3d) The Corporation shall cause commercial copies of the Prospectus, Final Prospectus and any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon (Toronto time) on the next a date which is two Business Day Days after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Canadian Securities Regulators have issued a receipt for the distribution of Final Prospectus, and on or before a date which is two Business Days after the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesMaterial. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent and its counsel: (ai) prior to at the time of each filing thereofof the Final Prospectus, a copy of the Final Prospectus manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Corporation and any promoter(s) as required by Canadian Securities Laws; (bii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent, the Agent’s counsel, and the directors and officers of Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s Auditors within a cut-off date of not more than two (2) Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated by reference contained in the Prospectus. Unless otherwise advised Final Prospectus and any auditors’ consent letter or comfort letter addressed to the Canadian Securities Regulators; (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a consent of DLA Piper (Canada) LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in writingthe sections of the Prospectus entitled “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” addressed to the Canadian Securities Regulators, such deliveries in form and content acceptable to the Agent, acting reasonably; (iv) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of the Common Shares, including the Offered Shares, the Agent’s Warrant Shares and any Additional Shares, has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the CSE (the “Standard Listing Conditions”); and (v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a copy of any other document required to be filed by the Corporation under Securities Laws, including without limitation any Marketing Materials and template versions thereof. (b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. Any Supplementary Material shall be in form and substance satisfactory to the Agent, acting reasonably. Concurrently with the delivery of any Supplementary Material, the Corporation shall deliver to the Agent, with respect to such Supplementary Material, documents similar to those referred to in Section 6(a). (c) Delivery of the Offering Documents in connection with by the distribution Corporation shall constitute the representation and warranty of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Offering Documents, as the case may be, are true and correct, in all material respectsrespects , and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Offering Documents such documents comply fully with the requirements of the Canadian Securities Laws, and such deliveries shall also constitute the Corporation’s consent to the Agent’s use of the Offering Documents in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions. (3d) The Corporation shall cause commercial copies of the Prospectus, Final Prospectus and any Supplementary Material to be delivered to the Underwriters Agent, without charge, charge in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to request, the printer of such documents Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butpracticable and, in any event event, on or before noon the date which is the later of: (Toronto timei) on in relation to the next Final Prospectus, (A) two (2) Business Day Days after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Canadian Securities Regulators have issued a receipt for the distribution Final Prospectus and (B) two (2) Business Days after the date on which the Agent provides print and delivery instructions and, (ii) in relation to any Supplementary Material, on or before the date which is the later of: (i) two (2) Business Days after the Canadian Securities Regulators have issued a receipt for the Supplementary Material, if applicable and (ii) two (2) Business Days after the date on which the Agent provides print and delivery instructions for such Supplementary Material. (e) The Agent shall deliver to each purchaser of the Offered Shares in a copy of the Qualifying Jurisdictions Final Prospectus in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation Agent shall similarly cause send a copy of any amendment to be delivered commercial the Prospectus to all persons to whom copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesProspectus are sent. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- "long-form” " comfort letter of Deloitte ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Final Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ ' report incorporated by reference in the Final Prospectus. ; and‌ (d) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of materials filed with the TSXV to obtain conditional approval for the listing and posting for trading on the TSXV of the Offered Shares, the Additional Offered Shares and the Broker Warrant Shares issuable on exercise of the Broker Warrants (collectively, the "Listed Securities") subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing as specified by the TSXV.‌ Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s 's consent to the Underwriters’ ' use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus Final Receipt, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto Vancouver time) on the next second Business Day after obtaining the filing of the Prospectusreceipt therefor, as applicable. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ ' use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies Laws and of any Supplementary Material the U.S. Private Placement Memorandum for the offer and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution sale of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with or to or for the requirements account or benefit of Rule 135c under the U.S. Securities Act and any press release announcing Persons or otherwise referring to the Offering disseminated outside persons in the United States shall include an appropriate notation on each page as follows: “Not for distribution to in compliance with the U.S. news wire services, or dissemination in the United States”.provisions of this Agreement and U.S.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersUnderwriter: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and in the form Final Prospectus signed and certified by the Corporation as required by Canadian Securities Laws; (bii) prior to at the time of filing thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); andLaws; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP letters dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating contained in or incorporated by reference into the Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Referenceletter, which letter shall be in addition to the auditors’ report incorporated consent letter required to be delivered by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent auditors and addressed to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities LawsRegulators; (biv) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible practicable after the filing of the Preliminary Prospectus, Final Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to are prepared, the Underwriters’ use thereof. The Corporation shall cause to be provided to private placement memorandum incorporating the UnderwritersPreliminary Prospectus, without costFinal Prospectus or any Supplementary Material, such number of copies of any Documents Incorporated by Reference as the Underwriters case may reasonably request be, prepared for use in connection with the distribution offering for sale of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with (the requirements of Rule 135c under the “U.S. Securities Act and Placement Memorandum”), and, forthwith after preparation, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution amendment to the U.S. news wire servicesPlacement Memorandum; and (v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, or dissemination copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Common Shares issuable in connection with the United StatesOffering has been approved for listing subject only to satisfaction by the Corporation of conditions imposed by the TSX (the “Listing Conditions”).

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Qualification Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document to be incorporated by reference in the Base Prospectus or the Qualification Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Qualification Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte MNP LLP dated the date of the Qualification Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Qualification Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ auditor’s report incorporated by reference in the Qualification Prospectus. Unless otherwise advised ; and (d) prior to the time of filing of the Qualification Prospectus with the Securities Commissions, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in writinga form acceptable to the Co-Lead Underwriters and their legal counsel, such deliveries shall also constitute acting reasonably, to the effect set out below: (i) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation; (ii) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Qualification Prospectus; and (iii) as to the authorized and issued share capital of the Subsidiaries, all of which are owned by the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents Preliminary Base Prospectus and the Base Prospectus that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Underlying Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Preliminary Base Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents Base Prospectus comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, Qualification Prospectus to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Qualification Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Qualification Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution filing of the Offered SharesQualification Prospectus. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Underlying Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation relating to the distribution of the Underlying Shares for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”. (5) The Corporation will not have any obligation to register any of the Subscription Receipts, the Special Warrants or the Underlying Shares under the U.S. Securities Act.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the Underwriters: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and in the form Final Prospectus signed and certified by the Company as required by applicable Canadian Securities LawsLaws in the Qualifying Jurisdictions; (bii) prior to at the time of filing thereofClosing Time, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation Company under applicable Canadian Securities Laws of the Qualifying Jurisdictions in connection with the Offering, including any document incorporated by reference in filing of the Prospectus (other than documents already filed publicly with a Securities Commission); andFinal Prospectus; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, Company from each of the Company’s Auditors and the auditors of Abacus U.S. with respect to certain financial and accounting information relating the applicable Financial Information incorporated by reference in the Final Prospectus, which letter shall be based on a review by the Company’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Referenceletters, which letter shall be in addition to the auditors’ report reports incorporated by reference in the Final Prospectus and the consent letter of the Company’s Auditors addressed to the Canadian Securities Regulators;‌ (iv) as soon as practicable after the Preliminary Prospectus. Unless otherwise advised in writing, such deliveries the Final Prospectus and any Supplementary Material are filed with the Canadian Securities Regulators, if requested by the Underwriters, the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum and any amendments thereto, as applicable; and (v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence evidencing that the listing and posting for trading on the CSE of the Unit Shares, Warrant Shares and Broker Warrant Shares has been approved, subject only to satisfaction by the Company of customary conditions imposed by the CSE (the “Standard Listing Conditions”).‌ (b) The Company shall also constitute prepare and deliver promptly to the Corporation’s consent Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Offering Documents of any Subsequent Disclosure Document, the Company shall cause to be delivered to the Underwriters’ use of the Offering Documents , with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawssubsection 3(a)(iii) hereof. (2c) The Corporation represents Delivery of the Preliminary Prospectus, the Final Prospectus and warrants any Supplementary Material by the Company shall constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to one or more of the Underwriters and furnished provided in writing by them specifically any Underwriter for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained and/or incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, Units as required by applicable Canadian Securities LawsLaws in the Qualifying Jurisdictions; (bii) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom (except facts or information relating to one or more of the Underwriters and not provided in writing by the Underwriters for inclusion in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to one or more of the Underwriters and furnished provided in writing by them specifically any Underwriter for use inclusion in a the Preliminary Prospectus, the Offering Documents Final Prospectus or any Supplementary Material, such documents comply fully in all material respects with the requirements of the applicable Canadian Securities LawsLaws in the Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Units in the Qualifying Jurisdictions in compliance with this Agreement, unless otherwise advised in writing. (3d) The Corporation shall Company shall: (i) cause commercial copies of the Prospectus, Preliminary Prospectus to be delivered to the Underwriters without charge, in such quantities numbers and at such locations in such cities the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Company’s financial printer given forthwith after the Underwriters have been advised that the Company has complied with the Canadian Securities Laws in the Qualifying Jurisdictions with respect to the filing of such documents the Preliminary Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Principal Regulator has issued a receipt, on its own behalf and on behalf of the Canadian Securities Regulators, for the Preliminary Prospectus; (ii) cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Company’s financial printer given forthwith after the Underwriters have been advised that the Company has complied with the Canadian Securities Laws in the Qualifying Jurisdictions with respect to the filing of the Prospectus with the Securities Commissions, butFinal Prospectus. Such delivery shall be effected as soon as possible and, in any event event, on or before noon (Toronto time) a date which is on the next or before a date which is two Business Day Days after the filing Principal Regulator has issued a receipt, on its own behalf and on behalf of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Canadian Securities Regulators, for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly Final Prospectus or Supplementary Material, as applicable;‌ (iii) cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum and any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall amendments thereto; and (iv) cause to be provided to the Underwriters, without costcharge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesUnits. (4e) Subject During the period commencing on the date hereof and until the completion of the distribution of the Offered Units, the Company will promptly provide to compliance with Canadian Securities LawsEight Capital (on behalf of the Underwriters) drafts of any press releases of the Company and the Company for review and approval by Eight Capital (on behalf of the Underwriters), such approval not to be unreasonably withheld or delayed, prior to issuance. Further, during the period commencing on the date hereof and until the completion of the distribution of the Offered SharesUnits, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to announcing the Offering prior and naming the Underwriters shall include: (i) a legend substantially in the following form: “NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.”; and (ii) the following statement: “The securities referred to issuancein this news release have not been, such approval not to be unreasonably withheld or delayed. If required by Securities Lawsnor will they be, any press release announcing or otherwise referring to the Offering disseminated in registered under the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act of 1933, as amended, and any press release announcing may not be offered or otherwise referring to the Offering disseminated outside sold within the United States shall include absent U.S. registration or an appropriate notation on each page as follows: “Not applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for distribution sale of securities for sale, nor a solicitation for offers to buy any securities.” (f) Prior to the U.S. news wire servicesfiling of the Final Prospectus with the Canadian Securities Regulators, the Company shall file or dissemination in cause to be filed with the United States”CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Company has obtained all necessary approvals for the Unit Shares, Warrant Shares and Broker Warrant Shares to be approved for listing on the CSE, subject only to the Standard Listing Conditions.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP the Corporation’s Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information and other financial information contained in the Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long form” comfort letter of the Former Auditors, dated to the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition addressed to the auditors’ report incorporated by reference Underwriters, in form and substance satisfactory to the ProspectusUnderwriters, acting reasonably, containing statements and information of the type ordinarily included in “comfort letters” to underwriters in connection with the Offering. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use any Supplementary Material comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws; the offer and sale of the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule “B” hereto) and U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Lead Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesSecurities. (4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance issuance, and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States” and (ii) the following (or similar) disclosure: “The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.” (6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and in the form Final Prospectus signed and certified by the Corporation as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces; (bii) prior to at the time of filing thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with applicable Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); andQualifying Provinces; (ciii) concurrently with at the filing of the Prospectus with the Securities CommissionsClosing Time, a “long- long-form” comfort letter of Deloitte LLP from the Corporation’s Auditors dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, Corporation with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated by Reference, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ report incorporated consent letter and comfort letter, if any, addressed to the Canadian Securities Regulators; (iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offer and sale of the Units in the United States and to U.S. Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and (v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the Stock Exchanges of the Unit Shares, Flow-Through Shares, the Warrant Shares, the Compensation Shares and the Compensation Warrant Shares has been approved subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Stock Exchanges in similar circumstances, if any (the “Standard Listing Conditions”). (b) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Prospectus. Unless otherwise advised in writingProspectus of any Subsequent Disclosure Document, such deliveries the Corporation shall also constitute the Corporation’s consent deliver to the Underwriters’ use of , with respect to such Supplementary Material or Subsequent Disclosure Document, to the Offering Documents extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawsparagraph 5(a)(iii). (2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters) contained and incorporated by reference in a the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Securities as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished provided by them specifically for use in a Prospectusthe Underwriters) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters, such documents comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of applicable Securities Laws in the Canadian Qualifying Provinces. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Securities Lawsin the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing. (3d) The Corporation shall shall: (i) cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such quantities and at such locations in such cities the Qualifying Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s printer of such documents documents, such delivery shall be effected as soon as possible after the filing of the Prospectus thereof with the Canadian Securities Commissions, butRegulators and, in any event event, on or before noon (Toronto time) on the next second Business Day after the filing thereof with the Canadian Securities Regulators; (ii) similarly cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; and (iii) cause to be provided to the Underwriters, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered Securities. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions Provinces in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause Laws and of the U.S. Private Placement Memorandum for the offer and sale of the Units in the United States and to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use U.S. Persons in connection compliance with the distribution provisions of the Offered SharesSchedule “A”. (4e) Subject to compliance with Canadian Securities Laws, during During the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation Corporation, or other document prepared for the purpose of communication with the shareholders of the Corporation, for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering Underwriters’ counsel prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriters prior to or concurrently with the filing of the Preliminary Prospectus with the Securities Commissions: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated Supplementary Material or Document Incorporated by reference Reference in the Preliminary Prospectus (other than documents already filed publicly with a Securities Commission); (c) an opinion from BCF LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Preliminary Prospectus, including the Documents Incorporated by Reference (except for the Financial Material), is, in all material respects, a complete and accurate translation of the English language version thereof; and (cd) an opinion from Deloitte LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Preliminary Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation shall deliver to each of the Underwriters prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions: (a) a copy of the Final Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of any other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); (c) a “long- long-form” comfort letter of Deloitte LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the auditors’ report incorporated consent letter and comfort letter (if any) addressed to the Canadian Securities Regulators; (d) an opinion from BCF LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Final Prospectus, including all Documents Incorporated by reference Reference (except for the Financial Material), is, in all material respects, a complete and accurate translation of the English language version thereof; (e) an opinion from Deloitte LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Final Prospectus. , is, in all material respects, a complete and accurate translation of the English language version thereof; (f) a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post- closing as specified by the TSX; and (g) a copy of the NYSE supplemental listing application executed by the Corporation; Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (23) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in sections 4(1) and 4(2) above: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectustherein) are true and correct, in all material respects, and contain no misrepresentation and constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Final Prospectus, as applicable) full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Shares as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (cb) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectustherein, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (34) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Memoranda, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing receipt of the Prospectus with Preliminary Receipt and the Securities CommissionsFinal Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery points outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Memoranda for the offer and sale of the Offered Shares in the United States to U.S. Purchasers in compliance with the provisions of this Agreement and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (45) Each of the Corporation and the Underwriters hereby approves the template version of the term sheet for the Offering dated September 7, 2017 agreed to between the parties (the “ Marketing Materials”). The Marketing Materials will be incorporated by reference into the Prospectus, and the Corporation has filed the Marketing Materials with each of the Securities Commissions . (6) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States will comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: ““ Not for distribution to the U.S. news wire services, or dissemination in the United States”.. The Corporation agrees that it will issue a separate U.S. version of any press release in respect of the Offering for distribution in the United States that complies with Rule 135c under the U.S. Securities Act, and shall furnish such separate U.S. version of the press release to the SEC on the appropriate Form 6-K.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Qualification Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document to be incorporated by reference in the Base Prospectus or the Qualification Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Qualification Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte PricewaterhouseCoopers LLP and the auditors of the Iconix Parties, as applicable, dated the date of the Qualification Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation and the Iconix Parties, as applicable, in the Qualification Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report reports incorporated by reference in the Qualification Prospectus. Unless otherwise advised ; and (d) prior to the time of filing of the Qualification Prospectus with the Securities Commissions, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in writinga form acceptable to the Co-Lead Underwriters and their legal counsel, such deliveries shall also constitute acting reasonably, to the effect set out below: (i) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation; (ii) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Qualification Prospectus; and (iii) as to the authorized and issued share capital of the Subsidiaries, all of which are owned, directly or indirectly, by the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents Preliminary Base Prospectus, the Base Prospectus and the Qualification Prospectus, as applicable, that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Underlying Debentures and the Offered Debenture Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Preliminary Base Prospectus, the Offering Documents Base Prospectus and the Qualification Prospectus, as applicable, comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, Qualification Prospectus to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Qualification Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Qualification Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution filing of the Offered SharesQualification Prospectus. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesUnderlying Debentures, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation relating to the distribution of the Underlying Debentures for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by U.S. Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page substantially as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”. (5) The Corporation will not have any obligation to register any of the Subscription Receipts, the Special Warrants, the Underlying Debentures or the Debenture Shares under the U.S. Securities Act or applicable state securities laws.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Final Prospectus manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Corporation as required by Canadian the Securities Laws; (bii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent, the Agent’s counsel, and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent letter or comfort letter addressed to the Underwriters’ use Canadian Securities Regulators; (iii) prior to the filing of the Offering Documents in connection Final Prospectus with the distribution Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of the Common Shares, including the Offered Shares and Agent’s Warrant Shares have been approved subject only to satisfaction by the Corporation of post-closing conditions imposed by the CSE (the “Listing Conditions”). (b) The Corporation shall also prepare and deliver promptly to the Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with this Agreement and the Securities Laws. (2c) The Delivery of the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that as at their respective dates of deliveryAgent that: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Offering Documents such documents comply fully in all material respects with the requirements of the Canadian Securities Laws. (3d) The Corporation shall cause commercial copies of the Prospectus, Final Prospectus and any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the printer of such documents Corporation and its legal counsel. Such delivery shall be effected by the Corporation as soon as possible practicable after the filing of Corporation receives written delivery instructions from the Prospectus with the Securities Commissions, but, in any event on or before noon Agent. (Toronto timee) on the next Business Day after the filing of the Prospectus. Such deliveries The Agent shall constitute the consent of the Corporation deliver to the Underwriters’ use of the Prospectus for the distribution each purchaser of the Offered Shares in a copy of the Qualifying Jurisdictions Final Prospectus in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation Agent shall similarly cause send a copy of all amendments to be delivered commercial the Prospectus to all persons to whom copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesProspectus are sent. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each the Lead Underwriter, on behalf of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a one or more of the Securities CommissionCommissions); and (c) subject to Section 10(6), concurrently with the filing of the Prospectus with the Securities Commissions, a draft “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, with respect to certain financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the ProspectusProspectus and the U.S. Placement Memorandum, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies Laws and the use of any Supplementary Material the U.S. Placement Memorandum for the offer and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution sale of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply in compliance with the requirements provisions of Rule 135c under the U.S. Securities Act this Agreement and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.U.S.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Preliminary Prospectus (and prior to each of or concurrently with the Underwritersfiling thereof, as applicable), the Corporation: (ai) prior prepared and filed the Preliminary Prospectus pursuant to the time of each filing thereofPassport System and National Instrument 44-101, and took all other steps and proceedings that may be necessary in connection therewith and received the Preliminary Receipt; (ii) delivered or caused to be delivered to the Agent a copy of the Preliminary Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Securities Laws; and (iii) delivered or caused to be delivered to the Agent a copy of any Supplementary Material. (b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation: (i) has satisfied all comments of the Canadian Securities Regulators with respect to the Preliminary Prospectus, has prepared and will file, concurrently with the execution of this Agreement, the Final Prospectus pursuant to the Passport System and National Instrument 44-101, will obtain the Final Receipt for the Final Prospectus prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Agent) and will take all other steps and proceedings that may be necessary in order to qualify the Offered Securities, the Over-Allotment Securities and the Agent’s Warrants for distribution pursuant to the Final Prospectus in each of the Qualifying Jurisdictions prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Agent); (ii) will deliver or cause to be delivered to the Agent a copy of the Final Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws; (biii) prior will deliver or cause to be delivered to the time of filing thereof, Agent a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus Material (other than documents any document already filed publicly with a Canadian Securities CommissionRegulator); and; (civ) concurrently with will cause the filing of the Prospectus with the Securities Commissions, Corporation’s Auditors to deliver a “long- long-form” comfort letter of Deloitte LLP letter, dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Reference, letter and which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s Auditors’ consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Lawsletter; (bv) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely will deliver to the Underwriters Agent and furnished by them specifically its counsel, copies of all correspondence, if any, indicating that the application for use in a Prospectus) the listing and posting for trading on the CSE of the Unit Shares, the Warrant Shares and the Agent’s Warrant Shares has been omitted therefrom which is required conditionally approved, subject only to be stated in such disclosure or is necessary to make satisfaction by the statements or information contained in such disclosure not misleading in light Corporation of the circumstances under which they were madeStandard Listing Conditions; and (cvi) except with respect to information and statements relating solely will deliver to the Underwriters and furnished by them specifically for use in a ProspectusAgent, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, practicable but in any event on or before noon (Toronto time) on by the next Business Day after the filing Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Prospectus. Such deliveries Final Prospectus (and any Supplementary Material) as the Agent may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus (and any Supplementary Material) shall constitute the consent of the Corporation to the Underwriters’ use of such documents by the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement Agent and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use each Selling Firm in connection with the distribution of the Offered SharesSecurities, the Over-Allotment Securities, and the Agent’s Warrants, subject to the Agent and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (4c) Subject Prior to compliance or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesRegulators, the Corporation will promptly provide deliver to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior Agent documents similar to issuance and shall obtain the prior approval of the Co-Lead Underwriters as those referred to the content and form of any press release relating in Sections 6(b)(ii) to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.(b)(vi)

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters: (ai) prior to the time of each filing thereofthereof with the Canadian Securities Regulators, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and Final Prospectus in the form English language signed and certified by the Corporation as required by Canadian the applicable Securities Laws; (bii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Final Prospectus or any amendment thereto with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Final Prospectus (with or the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)amendment, as applicable, in form and substance satisfactory to ▇▇▇▇▇▇▇, on behalf of the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, Corporation from the Auditor with respect to certain financial and accounting information relating to the Corporation contained in the ProspectusFinal Prospectus or the amendment, including all Documents Incorporated as applicable, which letter shall be based on a review by Referencethe Auditor within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated consent letter or comfort letter addressed to the Canadian Securities Regulators; and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved subject only to satisfaction by reference in the Prospectus. Unless otherwise advised Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Offered Shares: (i) the Corporation and ▇▇▇▇▇▇▇, on behalf of the Underwriters, shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such deliveries Marketing Materials to comply with applicable Securities Laws. The Corporation shall also file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and ▇▇▇▇▇▇▇, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Corporation’s consent to the Underwriters’ authority to use of the Offering Documents such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation in accordance with NI 44-101. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under applicable Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several basis), covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this 5(b) and limited-use versions thereof; (b) the Offering Documents; and (c) any Standard Term Sheets. (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies, as applicable, of all Supplementary Material and U.S. Supplementary Material required to be filed or delivered by the Corporation in compliance with this Agreement and applicable Securities Laws. (2d) The Delivery of each Offering Document by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their the respective dates date of deliveryfiling or delivery of such document: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting) contained in such Offering Document are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusUnderwriters) has been omitted therefrom which is required to be stated in such disclosure Offering Document or is necessary to make the statements or information contained in such disclosure Offering Document not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting, the such Offering Documents comply fully Document complies in all material respects with the requirements of the Canadian applicable Securities Laws. Such delivery shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Document in connection with the distribution of the Offered Shares in the Selling Jurisdictions in compliance with applicable Securities Laws unless otherwise advised in writing. (3e) The Corporation shall cause commercial copies of the Prospectus, Offering Documents to be delivered to the Underwriters without charge, in such quantities numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of such documents the Offering Documents given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon (Toronto time) on the next a date which is two Business Day Days after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Canadian Securities Regulators have issued a receipt for the distribution of Preliminary Prospectus and the Offered Shares in Final Prospectus, and on or before a date which is two Business Days after the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesMaterial. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation Company shall deliver deliver, or cause to be delivered, to each of the Underwriters:Agents (or Agents’ counsel, as applicable): (a) prior to the time filing of each filing thereofthe Preliminary Prospectus, the Final Prospectus or any Supplementary Material with the Canadian Securities Regulators, a copy of the Preliminary Prospectus, the Final Prospectus manually and any Supplementary Material signed on behalf of the Corporation, by the persons and in the form signed and certified Company as required by applicable Canadian Securities Laws; (b) prior to the time filing of filing thereofany Supplementary Material with the Canadian Securities Regulators, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Company in compliance with applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); andLaws; (c) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors and officers of the Corporation, Company from the Company’s Auditors with respect to certain financial and accounting information relating to the Corporation Company contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent letter addressed to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities LawsRegulators; (bd) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters Agents without charge, in such quantities numbers and in such cities locations as the Underwriters Agents may reasonably request by written instructions to the Company’s financial printer of such documents the Preliminary Prospectus and the Final Prospectus. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon the date which is one Business Day for deliveries to be made in Toronto, Ontario and two Business Days for deliveries to be made outside of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, after the Principal Regulator, has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts, in respect of or accept for filing, as the case may be, any Supplementary Material; (Toronto timee) concurrently with, or prior to the filing of, the Final Prospectus, unless otherwise indicated: (i) a copy of any document filed with, or delivered to, the Canadian Securities Regulators by the Company under applicable Canadian Securities Laws with the Final Prospectus; (ii) copies of correspondence from the TSXV indicating that the application for the listing for trading on the next Business Day TSXV of the Unit Shares and Warrant Shares have been approved for listing subject only to the Standard Listing Conditions; (iii) a certificate dated the date of the Final Prospectus, addressed to the Agents and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters: (A) the Company having materially complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the date of the Final Prospectus; (B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the issue of the Special Warrants or the Underlying Securities or any of the Company’s issued securities, having been issued, and no proceeding for such purpose being threatened or, to the knowledge of such officers, pending; (C) the representations and warranties of the Company contained in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement being true and correct in all material respects as at the date of the Final Prospectus (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time), with the same force and effect as if made on and as at the date of the Closing Date, after giving effect to the transactions contemplated by this Agreement; and (D) since the Closing Time, there having been no material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), capital, business or results of operations of the Company and the Subsidiaries on a consolidated basis; and (iv) an opinion, subject to customary qualifications, of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or other counsel selected by the Company with respect to tax matters) or from local counsel in the Qualifying Jurisdictions (it being understood that such counsel may rely to the extent appropriate in the circumstance as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company) with respect to the following matters: (A) the Company has the necessary corporate power and authority to execute and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Preliminary Prospectus and the Final Prospectus and the filing thereof, as the case may be, in each of the Prospectus. Such deliveries shall constitute the consent of the Corporation Qualifying Jurisdictions in accordance with applicable Canadian Securities Laws; (B) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under Canadian Securities Laws in order to the Underwriters’ use of the Prospectus for qualify the distribution of the Offered Shares Underlying Securities to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of Canadian Securities Laws; (C) the statements and opinions concerning tax matters set forth in compliance with the Final Prospectus under the headings (including for certainty, all subheadings under such 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 fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such headings; and (D) the attributes of the Special Warrants and the Underlying Securities conform in all material respects with the description thereof contained in the Final Prospectus; and (f) opinions, comfort letters and other documents substantially similar to those referred to in this Agreement Section to the Agents and Canadian Securities Laws. The Corporation shall similarly cause Agents’ legal counsel, as applicable, with respect to be delivered commercial copies of any Supplementary Material and hereby similarly consents Material, contemporaneously with, or prior to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Lawsfiling of, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”Supplementary Material.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each the Underwriter prior to or concurrently with the filing of the UnderwritersPreliminary Prospectus with the Securities Commissions: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; and (b) a copy of any other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material or Documents Incorporated by Reference in the Preliminary Prospectus (other than documents already filed publicly with a Securities Commission). Such deliveries shall also constitute the Corporation’s consent to the Underwriter’s use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (1) The Corporation shall deliver to the Underwriter prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions: (a) a copy of the Final Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated Supplementary Material or Document Incorporated by reference Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte Davidson & Company, LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter and the directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the auditors’ report incorporated consent letter and comfort letter (if any) addressed to the Canadian Securities Regulators; and (d) a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by reference in the ProspectusCorporation of the customary conditions that may be satisfied post-closing as specified by the TSX. Unless otherwise advised in writing, such Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Underwriter’s use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters Underwriter with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriter as set out in sections 4(1) and 4(2) above: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them in writing specifically for use in a Prospectustherein) are true and correct, in all material respects, and contain no misrepresentation and constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Final Prospectus, as applicable) full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Shares as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (cb) except with respect to information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectustherein, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (31) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Memoranda, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents request, as soon as possible after the filing receipt of the Prospectus with Preliminary Receipt and the Securities CommissionsFinal Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery points outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter’s use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Memoranda for the offer and sale of the Offered Shares in the United States to U.S. Purchasers in compliance with the provisions of this Agreement and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ Underwriter’s use thereof. The Corporation shall cause to be provided to the UnderwritersUnderwriter, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters Underwriter may reasonably request for use in connection with the distribution of the Offered Shares. (42) Each of the Corporation and the Underwriter hereby approves the template version of the term sheet for the Offering dated November 1, 2018 agreed to between the parties (the “Marketing Materials”). The Marketing Materials will be incorporated by reference into the Prospectus, and the Corporation has filed the Marketing Materials with each of the Securities Commissions. (3) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters Underwriter drafts of any press releases of the Corporation for review by the Co-Lead Underwriters Underwriter prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters Underwriter as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States will comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.. The Corporation agrees that it will issue a separate U.S. version of any press release in respect of the Offering for distribution in the United States that complies with Rule 135c under the U.S. Securities Act, and shall furnish such separate U.S. version of the press release to the SEC on the appropriate Form 6-K.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Prospectus Supplement (and prior to each of or concurrently with the Underwritersfiling thereof, as applicable), the Corporation: (ai) prior has prepared and will file, concurrently with the execution of this Agreement, the Prospectus Supplement pursuant to the time of each filing thereofPassport System and the Shelf Procedures, and will take all other steps and proceedings that may be necessary in connection therewith; (ii) will deliver or cause to be delivered to the Underwriter a copy of the Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (biii) prior will deliver or cause to be delivered to the time of filing thereof, Underwriter a copy of any Supplementary Material, or other document required to be filed with or delivered to, to the Securities Commissions by the Corporation under Canadian Securities Laws Regulators in connection with the Offering, including any document incorporated Supplementary Material or Document Incorporated by reference Reference in the Prospectus (other than documents any document already filed publicly with a Canadian Securities CommissionRegulator); and; (civ) concurrently with will deliver or cause to be delivered to the filing Underwriter a copy of the Prospectus with the Securities CommissionsU.S. Private Placement Memorandum; (v) will cause S▇▇▇▇ M▇▇▇▇▇ LLP to deliver an opinion, a “long- form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Supplement, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter, to the effect that the French language version of the Prospectus, including the Documents Incorporated by Reference, but excluding the Financial Material, is, in all material respects, a complete and accurate translation of the English language version thereof; (vi) will cause the Corporation’s Auditors to deliver an opinion, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, to the effect that the French language version of the Financial Material is, in all material respects, a complete and accurate translation of the English language version thereof; (vii) will cause the Corporation’s Auditors to deliver a “long-form” comfort letter, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriter providing certain written representations, acting reasonably, addressed to the Underwriter and the directors and officers of the Corporation, with respect to certain the financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, including all Documents Incorporated by Referenceand matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be in addition to the auditors’ report incorporated based on procedures performed by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent Auditors within a cut-off date of not more than two Business Days prior to the Underwriters’ date of the letter; (viii) will deliver to the Underwriter and its counsel, copies of all correspondence indicating that the application for the listing and posting for trading on the TSXV of the Offered Shares, has been conditionally approved, subject only to satisfaction by the Corporation of the Standard Listing Conditions; and (ix) will deliver to the Underwriter if it so requests, without charge, as soon as practicable but in any event by the next Business Day after the Prospectus Supplement is filed (and will thereafter deliver from time to time), as many commercial copies of the Prospectus and the U.S. Private Placement Memorandum (and any Supplementary Material) as the Underwriter reasonably requested (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Prospectus and the U.S. Private Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Corporation to the use of such documents by the Underwriter and each Selling Firm in connection with the Offering, subject to the Underwriter and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (b) Prior to or concurrently with the filing of any Prospectus Amendment with the Canadian Securities Regulators, the Corporation will deliver to the Underwriter documents similar to those referred to in Sections 6(a)(ii) to (viii) inclusive and prior to or concurrently with the filing of any Prospectus Amendment with the Canadian Securities Regulators. (c) Prior to the filing of any Offering Document and prior to the completion of the Distribution Period, the Corporation shall allow the Underwriter to participate fully in the preparation of the Offering Documents (other than material filed prior to the date hereof and incorporated by reference therein) and shall allow the Underwriter to conduct all due diligence investigations of the Corporation which the Underwriter may reasonably require in order to fulfil its obligations as underwriter and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable. The Corporation shall make available to the Underwriter and its counsel, on a timely basis, all documents and information necessary to complete such due diligence investigation of the Corporation, including all corporate and operating records, material contracts, technical reports, financial information budgets and accounts, and other relevant information necessary in connection therewith and shall provide the Underwriter with access to the distribution directors and officers and “qualified persons” (as such term is defined in Regulation 43-101) as may be requested. Without limiting the scope of the Offered Shares due diligence investigation the Underwriter may conduct, the Corporation shall participate and cause the Corporation’s Auditors (subject to the Non-Canadian Underwriter providing certain written representations), counsel and “qualified persons” (as such term is defined in compliance with this Agreement Regulation 43-101) to participate in one or more due diligence sessions to be held prior to the filing of any Offering Document and Securities Lawsprior to the completion of the Distribution Period. (2d) The Corporation represents and warrants to the Underwriters with respect to Each delivery of the Offering Documents by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriter that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except for information and statements relating solely to the Underwriters Underwriter and furnished provided by them the Underwriter in writing specifically for use in a Prospectusthe applicable Offering Document), as at their respective dates (or their respective dates of filing, if filed after their respective dates): (i) all information and statements contained in the Offering Documents, are true and correct, correct in all material respects, respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Shares and the Offered Shares, Over-Allotment Option as required by applicable Canadian Securities Laws; (bii) the Offering Documents do not contain an untrue statement of material fact and no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were mademade or disclosed; and (ciii) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents fully comply fully with the requirements of the Canadian applicable Securities Laws. (3e) The Corporation shall cause commercial copies During and prior to the completion of the ProspectusDistribution Period, the Corporation will, to be delivered the satisfaction of counsel to the Underwriters without chargeUnderwriter, in such quantities acting reasonably, promptly take or cause to be taken all steps and in such cities as proceedings that may be required from time to time under the Underwriters may reasonably request by written instructions Canadian Securities Laws to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of qualify the Offered Shares for sale to the public and the grant of the Over-Allotment Option in each of the Qualifying Jurisdictions or, in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause event that they have, for any reason, ceased to be delivered commercial copies of any Supplementary Material and hereby similarly consents so qualified, to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Sharesagain so qualify them. (4f) Subject During and prior to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesDistribution Period, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall (i) obtain the prior approval of the Co-Lead Underwriters Underwriter as to the content and form of any press release or other material public disclosure document relating to the Offering prior to issuance, such approval not to be unreasonably withheld withheld; and (ii) provide copies of any other press releases or delayed. If required by Securities Laws, any press release announcing or otherwise referring material public disclosure documents to the Offering disseminated Underwriter and provide a reasonable opportunity to the Underwriter to review the same and consult in respect of the United States shall comply same with the requirements Underwriter, who shall act reasonably in respect of Rule 135c under the U.S. Securities Act and such consultation. In addition, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with the requirements of Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each the following (or similar) legend at the top of the first page as followsof any press release made in respect of the Offering: “Not for distribution to the U.S. news wire services, services or dissemination in the United States.” and each such press release will include the following (or similar) disclosure: “The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.” (g) In connection with marketing materials: (i) as applicable, each of the Corporation and the Underwriter have approved in writing the template version of the Marketing Materials, the Corporation has filed the template version of the Marketing Materials with the Canadian Securities Regulators and the Corporation has incorporated by reference into the Prospectus Supplement, the template version of the Marketing Materials, all in accordance with Canadian Securities Laws; (ii) as applicable, the Corporation removed all comparables (as defined in Regulation 41-101) and all disclosure relating to such comparables from the template version of the Marketing Materials in accordance with Regulation 41-101 prior to filing the template version of the Marketing Materials with the Canadian Securities Regulators and, as applicable, the Corporation delivered to the Principal Regulator a complete template version of the Marketing Materials containing such comparables and all disclosure relating to such comparables in accordance with Canadian Securities Laws; (iii) during and prior to the completion of the Distribution Period, the Corporation and the Underwriter will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with Canadian Securities Laws and the template versions of which have been approved in writing by each of the Corporation and the Underwriter; and (iv) during and prior to the completion of the Distribution Period, in addition to the Marketing Materials, the Corporation will cooperate with and assist, acting reasonably, the Underwriter in preparing and approving in writing the template versions of any other marketing materials to be used by the Underwriter in connection with the Offering and will file with and deliver to the Canadian Securities Regulators such template versions in accordance with Canadian Securities Laws, which will then be deemed to be incorporated into the Prospectus Supplement.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte Davidson and Company LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference, ) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditors’ report incorporated by reference in auditor’s consent letter and comfort letter (if any) addressed to the ProspectusSecurities Commissions. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares Units in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesUnits, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.Business

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws, along with a copy of the applicable U.S. Private Placement Memorandum; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP each of the current and prior auditors of the Corporation, as applicable, dated the date of the Final Prospectus (with the requisite procedures to be completed by each such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Final Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report reports incorporated by reference in the Final Prospectus; and (d) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by the Corporation of the customary post-closing conditions as specified by the TSX (the “Standard Listing Conditions”). Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Preliminary Prospectus or the Final Prospectus, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after obtaining the filing receipt therefor (or for delivery locations outside of Toronto, on the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws, of the applicable U.S. Private Placement Memorandum for the offer and sale of the Offered Shares in the United States in compliance with the provisions of this Agreement and U.S. Securities Laws, and for the offer and sale of the Offered Shares (or CDIs in respect of those Offered Shares) in Australia in compliance with the provisions of this Agreement and Australian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Each of the Corporation and the Underwriters have approved the Marketing Material, including the template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters covenant and agree that during the distribution of the Offered Shares, they will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriters, in addition to the Marketing Material, the Corporation will cooperate, acting reasonably, with the Underwriters in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters: : (ai) prior to the time of each filing thereofthereof with the Canadian Securities Regulators, a copy of the Canadian Prospectus manually signed on behalf of the Corporation, by the persons and Supplement in the form English language signed and certified by the Corporation as required by the Canadian Securities Laws; Laws and a copy of the U.S. Prospectus Supplement filed with the SEC; (bii) copies of the U.S. Registration Statement, as filed with the SEC, and any documents included as exhibits to such U.S. Registration Statement; (iii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Prospectus Supplements or any amendment thereto with the Canadian Securities CommissionsRegulators or the SEC, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with Supplements or the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)amendment, as applicable, in form and substance satisfactory to the Joint Bookrunners, on behalf of the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, Corporation from each of Davidson & Company LLP and MNP LLP with respect to certain financial and accounting information relating to the Corporation contained in the ProspectusProspectus Supplements or the amendment, including all Documents Incorporated as applicable, which letter shall be based on a review by Referencethe Corporation Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent letter(s) addressed to the Underwriters’ use Canadian Securities Regulators or the SEC; and (iv) prior to the Closing Date, copies of correspondence indicating that (i) the application for the listing and posting for trading on the TSXV of the Offering Documents in connection Offered Shares has been approved subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSXV (the “Standard Listing Conditions”) and (ii) the Corporation shall have submitted a listing of additional shares notification to Nasdaq with respect to the Offered Shares and shall have received no objection thereto from Nasdaq. (b) During the distribution of the Offered Shares: (i) the Corporation and the Joint Bookrunners, on behalf of the Underwriters, shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such Marketing Materials to comply with applicable Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Joint Bookrunners, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters’ authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-102 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation in accordance with NI 44-102. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under applicable Securities Laws. To the extent any of the Marketing Materials constitute a “free writing prospectus” (as defined in Rule 405 under the U.S. Securities Act), the Corporation shall also file such Marketing Materials with the SEC to the extent required by Rule 433 under the U.S. Securities Act within the time periods required thereby; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several basis), covenant and agree: (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies, as applicable, of all Supplementary Material required to be filed or delivered by the Corporation in compliance with this Agreement and applicable Securities Laws. (2d) The Delivery of each Offering Document by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their the respective dates date of deliveryfiling or delivery of such document: (ai) all information and statements (except with respect to their names on the cover of the Prospectus Supplement and the information in paragraphs 10 and 11 under “Plan of Distribution” in the Prospectus Supplement (the “Underwriters’ Information”) contained in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusOffering Document) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares; (ii) (x) with respect to the U.S. Registration Statement, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom (except with respect to the Underwriters’ Information) which is required to be stated in such disclosure therein or is necessary to make the statements contained therein not misleading and (y) with respect to the Canadian Preliminary Prospectus, the Pricing Disclosure Package and the Prospectuses, no material fact or information contained in such disclosure not misleading has been omitted therefrom (except with respect to the Underwriters’ Information) which is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and and (ciii) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use Underwriters’ Information, such Offering Document complies in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian applicable Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries delivery shall also constitute the Corporation’s consent of the Corporation to the Underwriters’ use of the Prospectus for Offering Document in connection with the distribution of the Offered Shares in the Qualifying Selling Jurisdictions in compliance with applicable Securities Laws unless otherwise advised in writing. (e) Delivery of the Offering Documents will be satisfied in accordance with the “access equals delivery” provisions contained in Part 6A of this Agreement NI 44-102 and, with respect to the United States, in accordance with Rule 172 under the U.S. Securities Act, and Canadian the Underwriters and the Corporation shall satisfy any request for electronic or paper copies of the Offering Documents in accordance with the requirements of Part 6A of NI 44-102 and Rule 172 under the U.S. Securities LawsAct, without charge. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material confirms that it has complied and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Part 6A of NI 44-102 and Rule 135c 172 under the U.S. Securities Act Act, as applicable, to enable delivery of the Prospectuses and any press release announcing or otherwise referring Supplementary Material to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”be made through access thereto.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and in the form Final Prospectus signed and certified by the Corporation as required by Canadian the Securities Laws; (bii) prior to at the time of filing thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); andLaws; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent letter and comfort letter addressed to the Underwriters’ Canadian Securities Regulators; (iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically offering for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution sale of the Offered Shares in the Qualifying Jurisdictions in compliance United States (the “U.S. Private Placement Memorandum”), and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and (v) prior to the filing of the Final Prospectus with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial Regulators, copies of any Supplementary Material correspondence indicating that the application for the listing and hereby similarly consents to posting for trading on the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution TSX of the Offered Shares. (4) Subject Shares has been approved for listing subject only to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, satisfaction by the Corporation will promptly provide to the Coof certain standard post-Lead Underwriters drafts of any press releases of the Corporation for review closing conditions imposed by the Co-Lead Underwriters prior to issuance and shall obtain TSX (the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United StatesStandard Listing Conditions”).

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriter: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus, each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the U.S. Preliminary Private Placement Memorandum or the U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- "long-form” " comfort letter of Deloitte LLP the Corporation's Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information and other financial information contained in the Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditor's consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long form” comfort letter of the Former Auditors, dated to the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition addressed to the auditors’ report incorporated by reference Underwriter, in form and substance satisfactory to the ProspectusUnderwriter, acting reasonably, containing statements and information of the type ordinarily included in “comfort letters” to underwriters in connection with the Offering. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s 's consent to the Underwriters’ Underwriter's use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters Underwriter with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriter as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Securities, and the Offered Shares, Compensation Securities as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information the Prospectus and statements relating solely to the Underwriters and furnished by them specifically for use any Supplementary Material comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, the U.S. Preliminary Private Placement Memorandum, and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter's use of the Prospectus Preliminary Prospectus, the Final Prospectus, the U.S. Preliminary Private Placement Memorandum, and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws; the offer and sale of the Offered Securities in the United States and to, or for the account or benefit of, U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule "B" hereto) and U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ Underwriter's use thereof. The Corporation shall cause to be provided to the UnderwritersUnderwriter, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters Underwriter may reasonably request for use in connection with the distribution of the Offered SharesSecurities. (4) The Corporation and the Underwriter have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriter each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Co-Lead Underwriters Underwriter drafts of any press releases of the Corporation for review by the Co-Lead Underwriters Underwriter prior to issuance issuance, and shall obtain the prior approval of the Co-Lead Underwriters Underwriter as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: “"Not for distribution to the U.S. news wire services, or dissemination in the United States”" and (ii) the following (or similar) disclosure: "The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements." (6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and Final Prospectus in the form English language signed and certified by the Corporation as required by Canadian the Securities Laws; (bii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated by reference consent letter or comfort letter addressed to the Canadian Securities Regulators;‌ (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the Prospectus. Unless otherwise advised section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in writingform and content acceptable to the Agent, such deliveries acting reasonably; and‌ (iv) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the Common Shares has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange (the “Standard Listing Conditions”). (b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws. (2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Offering Documents such documents comply fully in all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions. (3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Preliminary Prospectus, the Final Prospectus and any Supplementary Material after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon (Toronto time) on the next a date which is two Business Day Days after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Canadian Securities Regulators have issued a receipt for the distribution of Preliminary Prospectus and the Offered Shares in Final Prospectus, and on or before a date which is two Business Days after the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesMaterial. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent: (ai) prior to at the time of each filing thereofClosing Time, a copy of the Preliminary Prospectus manually signed on behalf of and the Corporation, by the persons and Final Prospectus in the form English language signed and certified by the Corporation as required by Canadian the Securities Laws; (bii) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ report incorporated by reference consent letter or comfort letter addressed to the Canadian Securities Regulators; (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute section of the Corporation’s consent Prospectus entitled "Eligibility for Investment" addressed to the Underwriters’ use Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and (iv) prior to the filing of the Offering Documents in connection Final Prospectus with the distribution Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the Exchange of the Offered Shares and Agent’s Warrant Shares have been approved for listing subject only to satisfaction by the Corporation of customary post- closing conditions imposed by the Exchange (the “Standard Listing Conditions”). (b) The Corporation shall also prepare and deliver promptly to the Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with this Agreement and the Securities Laws. (2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of deliveryfiling: (ai) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws; (bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Offering Documents such documents comply fully in all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions. (3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Preliminary Prospectus, the Final Prospectus and any Supplementary Material after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon (Toronto time) on the next a date which is two Business Day Days after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus Canadian Securities Regulators have issued a receipt for the distribution of Preliminary Prospectus and the Offered Shares in Final Prospectus, and on or before a date which is two Business Days after the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered SharesMaterial. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); and; (c) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter of Deloitte KPMG LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the auditors’ report incorporated consent letter and comfort letter addressed to the Securities Commissions; and (d) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the approval or conditional approval letters from the TSX indicating that the application for the listing and posting for trading on the TSX of the Offered Shares and the Broker Shares has been approved, subject only to notice of issuance or satisfaction by reference in the ProspectusCorporation of the customary post-closing conditions as specified by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Shares and the Offered SharesBroker Warrants, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus and the Final Prospectus, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after receiving the filing of Preliminary Receipt and the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Each of the Corporation and Clarus has approved the Term Sheet. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Shares, it will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials approved in writing by both the Corporation and the Underwriters and that comply with NI 44-101. If requested by the Underwriters, in addition to the Term Sheet, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws. (6) Notwithstanding any provision hereof, nothing in this Agreement will create any press release announcing obligation of the Corporation to file a registration statement or otherwise referring to register or qualify the Offering disseminated in the United States shall comply with the requirements Offered Shares for sale or distribution outside of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”Canada.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgents: (a) prior to the time of each filing thereof, a copy of the Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (bi) prior to the time of filing thereofthereof with the Canadian Securities Commissions, a copy of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus signed and certified by the Corporation as required by applicable Canadian Securities Laws in the Qualifying Provinces; (ii) prior to the time of filing thereof with the Canadian Securities Commissions, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in filing of the Prospectus (other than documents already filed publicly with a Securities Commission); andProspectus; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities Commissions, a “long- long-form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors and officers of the Corporation from the Corporation, ’s Auditors with respect to certain financial and accounting information relating the Financial Information contained in the Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in the Prospectus, including all Documents Incorporated by Referencedate of such letter, which letter shall be in addition to the auditors’ report incorporated by reference in the Final Prospectus and the auditors’ consent letter addressed to the Canadian Securities Commissions; (iv) prior to the filing of the Final Prospectus with the Canadian Securities Commissions, legal opinions addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated as of the date of the Final Prospectus. Unless otherwise advised , from counsel to the Corporation and where appropriate, counsel in writingthe other jurisdictions, such deliveries shall also constitute which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation’s consent , as appropriate, regarding the compliance of the Corporation and any entities in which it holds Investments with applicable United States state laws relating to the Underwriters’ manufacture, cultivation, importation, possession, sale or distribution of cannabis; (v) as soon as practicable after the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use of the Offering Documents in connection with the distribution offering for sale of the Offered Shares in compliance the United States and to, or for the account or benefit of, U.S. Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and (vi) prior to the filing of the Final Prospectus with the Canadian Securities Commissions, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of the Offered Shares, when issued, has been approved. (b) The Corporation shall also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Prospectus of any subsequent Disclosure Document, the Corporation shall deliver to the Agents, with respect to such Supplementary Material or subsequent Disclosure Document, a comfort letter substantially similar to that referred to in subsection 5(a)(iii) hereof. (c) Filing and delivery to the Agents in accordance with this Agreement of any Offering Document shall constitute a representation and Securities Laws. (2) The warranty by the Corporation represents and warrants to the Underwriters with respect to the Offering Documents that Agents that, as at their respective dates, dates of filing and dates of delivery: (ai) all the information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished Agents, which have been provided by them the Agents to the Corporation in writing specifically for use in a Prospectusany of the Offering Documents (collectively, “Agents’ Information”)) contained in such Offering Documents are true and correct, in all material respects, correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the CorporationCorporation and the Offering, the Offering and the Offered Shares, the Over-Allotment Option and the Agents’ Warrants as required by applicable Canadian Securities Laws and applicable U.S. Securities Laws; (bii) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which from such disclosure (except for Agents’ Information) that is required to be stated in such disclosure or that is necessary to make the statements or information a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; (iii) all statistical and market-related information and statements contained in the Offering Documents are based or derived from sources that the Corporation believes to be reliable and accurate in all material respects; (iv) the information and statements (except for Agents’ Information) contained in the U.S. Placement Memorandum, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Laws; and (cv) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use any Agents’ Information, such documents comply in a Prospectus, the Offering Documents comply fully all material respects with the requirements of the Canadian Securities Laws and the applicable U.S. Securities Laws. (3) The Corporation . Such filings shall cause commercial copies of also constitute the Prospectus, to be delivered Corporation's consent to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the UnderwritersAgents’ use of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus for and any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions Provinces in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies Laws and the use of any Supplementary Material the U.S. Placement Memorandum for offers and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution sales of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination Shares in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters: (ai) prior to at the time Time of each filing thereofClosing, copies of the Registration Statement, the Prospectuses, the Amended Preliminary Prospectuses, any other Prospectus Amendments and the Prospectuses, signed and certified by the Corporation as required by the Applicable Securities Laws, if applicable; (ii) at the Time of Closing, a copy of the Prospectus manually signed on behalf of the Corporation, any Issuer Free Writing Prospectuses or Supplementary Material required to be filed by the persons and Corporation in the form signed and certified as required by Canadian compliance with Applicable Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (ciii) concurrently with the filing of the Canadian Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- form” long-form comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation from the auditors of the Corporation, PricewaterhouseCoopers LLP, which has been prepared in accordance with SAS 72 and SAS 100, and contains statements and information of the type ordinarily included in accountants' "comfort letters" to U.S. underwriters with respect to the financial statements and certain financial information contained in the U.S. Prospectus and the Canadian Prospectus with respect to financial and accounting information relating to the Corporation contained in the ProspectusProspectuses and Registration Statement, including all Documents Incorporated which letter shall be based on a review by ReferencePricewaterhouseCoopers LLP within a cut-off date of not more than two business days prior to the date of the letter, and which letter shall be in addition to the auditors’ report incorporated by reference ' consent letter and/or comfort letter addressed to the Canadian Securities Regulators in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were madeQualifying Provinces; and (civ) except with respect prior to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Canadian Final Prospectus with the Canadian Securities Commissions, but, in any event on Regulators or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation final Amendment to the Underwriters’ use Registration Statement with the SEC, copies of correspondence from the Prospectus for the distribution of TSX and AMEX indicating that the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request have been approved for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing listing on the date hereof TSX and until completion of the distribution of the Offered Shares, AMEX or otherwise subject only to satisfaction by the Corporation will promptly provide to the Coof such post-Lead Underwriters drafts of any press releases of the Corporation for review closing conditions imposed by the Co-Lead Underwriters prior to issuance TSX and shall obtain AMEX (the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”"Standard Listing Conditions").

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Preliminary Prospectus (and prior to each or concurrently with the filing thereof, as applicable), the Corporation: (i) will (A) file on the date hereof, concurrently with the execution of this Agreement, the Preliminary Prospectus, and (B) obtain the Preliminary Receipt prior to 3:00 p.m. (Toronto time) on the date hereof, or such other time as agreed to by the Lead Underwriter (on behalf of the Underwriters:), and (C) take all other steps and proceedings that may be necessary in connection therewith; (aii) prior will deliver or cause to be delivered to the time of each filing thereof, Underwriters a copy of the Preliminary Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (biii) prior will deliver or cause to be delivered to the time of filing thereof, Underwriters a copy of any Supplementary Material, or other document required to be filed with or delivered to, to the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated Supplementary Material or Document Incorporated by reference Reference in the Preliminary Prospectus (other than documents any document already filed publicly with the Securities Commissions); (iv) will deliver or caused to be delivered to the Underwriters a Securities Commission)copy of the Preliminary U.S. Placement Memorandum in respect of the Preliminary Prospectus, if applicable; and (cv) will deliver to the Underwriters, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Toronto, on the second Business Day) after the Preliminary Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Preliminary Prospectus and, if applicable, the Preliminary U.S. Placement Memorandum (and any Supplementary Material) as the Underwriters reasonably request (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Preliminary Prospectus and, if applicable, the Preliminary U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Corporation to the use of such documents by the Underwriters, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriters, the U.S. Affiliates and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation: (i) will (A) have satisfied all comments made and deficiencies raised by the Securities Commissions with respect to the Preliminary Prospectus, (B) file the Final Prospectus and obtain the Final Receipt prior to 12:00 p.m. (Toronto time) on January 27, 2021, or such other date as may be mutually agreed, and will take all other steps and proceedings that may be necessary in order to qualify the Units and the Over-Allotment Option for distribution to the public in each of the Qualifying Jurisdictions; (ii) will deliver or cause to be delivered to the Underwriters a copy of the Final Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws; (iii) will deliver or cause to be delivered to the Underwriters a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than any document already filed publicly with the Securities Commissions, ); (iv) will cause the Corporation’s Auditors to deliver a “long- long-form” comfort letter of Deloitte LLP letter, dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Reference, letter and which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s Auditors’ consent letter and comfort letter (if any) addressed to the Securities Commissions; (v) will deliver or cause to be delivered to the Underwriters a copy of the Final U.S. Placement Memorandum in respect of the Final Prospectus, if applicable; (vi) will deliver to the Underwriters’ , without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Toronto, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Final Prospectus and, if applicable, the Final U.S. Placement Memorandum (and any Supplementary Material) as the Underwriters may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus and, if applicable, the Final U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Corporation to the use of such documents by the Underwriters and each Selling Firm in connection with the Offering, subject to the Underwriters and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (c) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Prospectus with the Securities Commissions, the Corporation will deliver to the Underwriters documents similar to those referred to in Sections 6(a)(ii) to 6(a)(v) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Securities Commissions, the Corporation will deliver to the Underwriters documents similar to those referred to in Sections 6(b)(ii) to 6(b)(iv) inclusive. (d) Prior to the filing of any Offering Document and prior to the completion of the Distribution Period, the Corporation shall allow the Underwriters to participate fully in the preparation of the Offering Documents in connection with (other than material filed prior to the distribution date hereof and incorporated by reference therein) and shall allow the Underwriters to conduct all due diligence investigation of the Offered Shares Corporation which the Underwriters may reasonably require in compliance with this Agreement order to fulfil their obligations as underwriters and Securities Lawsin order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable. The Corporation shall make available to the Underwriters and their counsel, on a timely basis, all documents and information necessary to complete such due diligence investigation of the Corporation, and without limiting the scope of the due diligence investigation the Underwriters may conduct, the Corporation shall participate in and shall use commercially reasonable efforts to cause the Corporation’s Auditors and counsel to participate in one or more due diligence sessions to be held prior to the filing of any Offering Document and prior to the completion of the Distribution Period. (2e) The Each delivery of the Offering Documents by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to and the Offering Documents U.S. Affiliates that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except for information and statements relating solely to the Underwriters or the U.S. Affiliates and furnished provided by them the Underwriters or the U.S. Affiliates in writing specifically for use in a Prospectusthe applicable Offering Document), as at their respective dates (or their respective dates of filing, if filed after their respective dates): (i) all information and statements contained in the Offering Documents, are true and correct, correct in all material respects, respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Securities, the Over-Allotment Option and the Offered Shares, Compensation Securities as required by applicable Canadian Securities Laws; (bii) the Offering Documents do not contain an untrue statement of material fact and no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were mademade or disclosed; and (ciii) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents fully comply fully with the requirements of the Canadian applicable Securities Laws. (3f) The Corporation shall cause commercial copies During and prior to the completion of the ProspectusDistribution Period, the Corporation will, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer satisfaction of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided counsel to the Underwriters, without costacting reasonably, such number of copies of any Documents Incorporated by Reference as promptly take or cause to be taken all steps and proceedings that may be required from time to time under the Underwriters may reasonably request Canadian Securities Laws to qualify the Units for use in connection with sale to the distribution public and the grant of the Offered SharesOver-Allotment Option in each of the Qualifying Jurisdictions or, in the event that they have, for any reason, ceased to be so qualified, to again so qualify them. (4g) Subject During and prior to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesDistribution Period, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall (i) obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release or other material public disclosure document relating to the Offering prior to issuance, such approval not to be unreasonably withheld withheld; and (ii) provide copies of any other press releases or delayed. If required by Securities Laws, any press release announcing or otherwise referring material public disclosure documents to the Offering disseminated Underwriters and provide a reasonable opportunity to the Underwriters to review the same and consult in respect of the United States shall comply same with the requirements Underwriters, who shall act reasonably in respect of Rule 135c under the U.S. Securities Act and such consultation. In addition, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with the requirements of Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each the face page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States.”, and shall include substantially the following language: “This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended). The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person, absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.”. For certainty, no such press release shall be issued into the United States. (h) In connection with marketing materials: (i) as applicable, each of the Corporation and the Lead Underwriter (on behalf of the Underwriters) has approved in writing the template version of the Marketing Materials, the Corporation has filed the template version of the Marketing Materials with the Securities Commissions and the Corporation shall incorporate by reference into the Final Prospectus the template version of the Marketing Materials, all in accordance with Canadian Securities Laws; (ii) as applicable, the Corporation removed all comparables (as defined in NI 41-101) and all disclosure relating to such comparables from the template version of the Marketing Materials in accordance with NI 41-101 prior to filing the template version of the Marketing Materials with the Securities Commissions and, as applicable, the Corporation delivered to the Principal Regulator a complete template version of the Marketing Materials containing such comparables and all disclosure relating to such comparables in accordance with Canadian Securities Laws; (iii) during and prior to the completion of the Distribution Period, the Corporation and the Underwriters will not provide any potential Purchaser with any marketing materials except for marketing materials that comply with Canadian Securities Laws and the template versions of which have been approved in writing by each of the Corporation and the Lead Underwriter (on behalf of the Underwriters); and (iv) during and prior to the completion of the Distribution Period, in addition to the Marketing Materials, the Corporation will cooperate with and assist, acting reasonably, the Underwriters in preparing and approving in writing the template versions of any other marketing materials to be used by the Underwriters in connection with the Offering and will file with and deliver to the Securities Commissions and incorporate by reference into the Final Prospectus such template versions in accordance with Canadian Securities Laws.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by the Canadian Securities LawsLaws applicable in the Qualifying Jurisdictions, together with any Documents Incorporated by Reference not previously filed; (b) a copy of the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum or U.S. Supplementary Material, if and as applicable, including any amendments thereto; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and; (cd) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long- long-form” comfort letter letters of Deloitte LLP each of the Corporation’s Auditors and, if applicable, the Predecessor Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters Underwriters, the Corporation and the board of directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating to the Corporation and other financial information contained in the Prospectus, Final Prospectus (including all Documents Incorporated by Reference, ) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditors’ auditor’s report incorporated by reference in into the Prospectus, the auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) prior to filing of the Final Prospectus, evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the Exchange of the Common Shares partially comprising the Offered Units and the Warrant Shares issuable upon exercise of the Warrants, subject only to the satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange in similar circumstances (the “Standard Listing Conditions”). Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of deliverydelivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by referencereference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them the Underwriters specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them the Underwriters specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; (c) the Prospectus and any Supplementary Material comply in all material respects with the requirements of Canadian Securities Laws; and (cd) except with respect to information and statements relating solely as set forth or contemplated in the Prospectus or as has otherwise been publicly disclosed, there has been no material change (actual, anticipated, contemplated, proposed or, to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements knowledge of the Canadian Securities LawsCorporation, threatened) in the business, affairs, business prospects, operations, asset liabilities (contingent or otherwise) or capital of the Corporation since the end of the period covered by the Corporation Financial Statements included in the Documents Incorporated by Reference. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, Amended Preliminary Prospectus, the Final Prospectus, the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of Preliminary Receipt, Amended Preliminary Receipt or the Prospectus with Final Receipt, as the Securities Commissionscase may be, but, in any event on or before noon (Toronto time) on the next Business Day after (or for delivery locations outside of Toronto, on the filing of the Prospectussecond Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the UnderwritersPreliminary Prospectus, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesAmended Preliminary Prospectus, the Corporation will promptly provide to Final Prospectus, the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the Preliminary U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.Private Placement

Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver deliver, or cause to be delivered, to each of the Underwriters: (ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, a copy of the Preliminary Prospectus manually and the Final Prospectus signed on behalf of the Corporation, by the persons and in the form signed and certified Company as required by applicable Canadian Securities Laws; (bii) prior to the time filing of filing thereofany Supplementary Material with the Canadian Securities Regulators, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Company in compliance with applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); andLaws; (ciii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long- long form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, Company from the Company’s Auditors with respect to certain financial and accounting information relating to the Corporation Company contained in the Final Prospectus, including all Documents Incorporated which letter shall be based on a review by Referencethe Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ report incorporated by reference consent letter addressed to the Canadian Securities Regulators; (iv) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, an opinion, dated the date of the Final Prospectus and subject to customary qualifications, of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP that, subject to the qualifications contained in the Prospectus. Unless otherwise advised in writingFinal Prospectus under the heading “Eligibility for Investment”, such deliveries shall also constitute the Corporation’s consent Underlying Securities are “qualified investments” by for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts within the meaning of the Income Tax Act (Canada); and (v) prior to the Underwriters’ use filing of the Offering Documents in connection Final Prospectus with the distribution Canadian Securities Regulators, copies of correspondence from the TSX and the NYSE Amex indicating that the application for the listing and posting for trading on the TSX and the NYSE Amex of the Offered Special Warrant Shares, FT Special Warrant Shares in compliance with this Agreement and Securities Laws. Penalty Shares (2as applicable) The Corporation represents and warrants have been approved for listing subject only to satisfaction by the Underwriters with respect to Company of certain standard post-closing conditions imposed by the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering TSX and the Offered SharesNYSE Amex as set out in its conditional approval letters dated November 22, as required by Canadian Securities Laws;2010 and December 8, 2010, respectively (the “Standard Listing Conditions”). (b) no material fact or information in such documents (including information The Company shall also prepare and statements incorporated by reference) (except information and statements relating solely deliver promptly to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light signed copies of the circumstances under which they were made; andall Supplementary Material. (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation Company shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such quantities numbers and in such cities locations as the Underwriters may reasonably request by written instructions to the Company’s financial printer of such documents the Preliminary Prospectus and the Final Prospectus. Such delivery shall be effected as soon as possible after the filing of the Prospectus with the Securities Commissions, butand, in any event event, on or before noon (Toronto time) on the next date which is one Business Day for deliveries to be made in Toronto and two Business Days for deliveries to be made outside of Toronto after the filing Ontario Securities Commission, as principal regulator, has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Prospectus and the Final Prospectus. Such deliveries shall constitute , and on or before a date which is two Business Days after the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies Regulators issue receipts, in respect of or accept for filing, as the case may be, any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. Material. (d) The Corporation shall cause to be provided Company will deliver to the Underwriters, without costcharge, such number of copies contemporaneously with, or prior to the filing of, the Final Prospectus, unless otherwise indicated: (i) a copy of any Documents Incorporated document filed with, or delivered to, the Canadian Securities Regulators by Reference as the Company under applicable Canadian Securities Laws with the Final Prospectus; (ii) a certificate dated the date of the Final Prospectus, addressed to the Underwriters may reasonably request and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for use and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters: (A) the Company having materially complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the date of the Final Prospectus; (B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the issue of the Offered Securities or the Underlying Securities or any of the Company’s issued securities having been issued and no proceeding for such purpose being pending or, to the knowledge of such officers, threatened; (C) the representations and warranties of the Company contained in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement being true and correct in all material respects as at the distribution date of the Offered Shares.Final Prospectus (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time), with the same force and effect as if made on and as at the date of the Final Prospectus, after giving effect to the transactions contemplated by this Agreement; (4D) Subject since the Closing Time, there having been no material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), capital, business or results of operations of the Company and the Material Subsidiaries on a consolidated basis; and (E) the properties and projects described in the favourable reports and opinions listed in section 6(b) comprise all of the properties and projects described in the Final Prospectus and such reports and opinions, to compliance with Canadian Securities Lawsthe knowledge of the Chief Executive Officer and Chief Financial Officer, during continues to be correct and complete in all material respects; and (e) On the period commencing on the closing date hereof and until completion of the distribution of the Offered SharesUnderlying Securities, the Corporation will promptly provide Underwriters shall have received an opinion, subject to customary qualifications, of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or from local counsel in the Qualifying Jurisdictions other than British Columbia, Alberta or Ontario (it being understood that such counsel may rely to the Co-Lead Underwriters drafts extent appropriate in the circumstances, (i) as to matters of any press releases fact, on certificates of the Corporation for review Company executed on its behalf by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval a senior officer of the Co-Lead Underwriters Company and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Company, as to the content issued capital of the Company; and form (ii) as to matters of any press release relating fact not independently established, on certificates of the Company’s Auditors or a public official) with respect to the Offering following matters: (i) the attributes of the Special Warrants and the FT Special Warrants and the Underlying Securities, including for the purposes of the Income Tax Act (Canada), conform in all material respects with the description thereof contained in the Final Prospectus and confirming its opinions concerning tax matters contained under the heading “Eligibility For Investment” and under the heading “Certain Canadian Federal Income Tax Consequences” in the Final Prospectus; (ii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under Canadian Securities Laws in order to qualify the Underlying Securities for distribution and sale to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of Canadian Securities Laws; and (iii) the Company has the necessary corporate power and authority to execute and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Preliminary Prospectus and the Final Prospectus and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions in accordance with applicable Canadian Securities Laws. (f) The Company shall deliver opinions, comfort letters and other documents substantially similar to those referred to in this section of this Agreement to the Underwriters and Underwriters’ legal counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Lawsthe filing of, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”Supplementary Material.

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to at the time First Time of each filing thereofClosing, a copy copies of the Canadian Preliminary Prospectus and the Canadian Final Prospectus in the English language and copies of the Canadian Preliminary Prospectus and the Canadian Final Prospectus in the French Language, each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to at the time First Time of filing thereofClosing, a copy of any Supplementary Material, Canadian Prospectus Amendment or other document required to be filed with or delivered to, to the Canadian Securities Commissions Regulators prior to the First Time of Closing by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Canadian Final Prospectus (other than documents already filed publicly with a the Canadian Securities CommissionRegulators); and; (c) at the First Time of Closing, copies of any Issuer Free Writing Prospectus, the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement and any U.S. Registration Statement Amendment filed prior to the First Time of Closing signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the Registration Statement; (d) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of Osler, ▇▇▇▇▇▇ & Harcourt LLP, dated the respective date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Corporation, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of each of the Canadian Preliminary Prospectus and the Canadian Final Prospectus, including all Documents Incorporated by Reference, except for the Financial Statements and certain other financial information, including management’s discussion and analysis (collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, in all material respects, a “long- form” comfort letter complete and accurate translation of Deloitte the English language version thereof; (e) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of KPMG LLP dated the date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Corporation, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of the Financial Information contained or incorporated by reference in the Canadian Preliminary Prospectus and the Canadian Final Prospectus conforms, in all material respects, to the English language version thereof; (f) concurrently with the execution and delivery of this Agreement by the parties hereto, concurrently with the filing of the Canadian Final Prospectus with the Canadian Securities Commissions and at the Applicable Time, the Underwriters shall have received from KPMG LLP, a “long-form” comfort letter of KPMG LLP, dated such date, (with the requisite procedures to be completed by such auditor within two (2) Business Days business days of the date of such letter), ) in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in (or to be in) the Canadian Final Prospectus, including all Documents Incorporated by Referencethe Registration Statement and the U.S. Final Prospectus, which letter shall be in addition to the auditors’ report incorporated by reference in the Canadian Final Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after the filing of the Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.

Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Preliminary Prospectus (and prior to each of or concurrently with the Underwritersfiling thereof, as applicable), the Corporation: (ai) prior prepared and filed the Preliminary Prospectus pursuant to the time of each filing thereofPassport System and National Instrument 44-101, and took all other steps and proceedings that may be necessary in connection therewith and received the Preliminary Receipt; (ii) delivered or caused to be delivered to the Agents a copy of the Preliminary Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Securities Laws; and (iii) delivered or caused to be delivered to the Agents a copy of any Supplementary Material. (b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation: (i) has satisfied all comments of the Canadian Securities Regulators with respect to the Preliminary Prospectus, has prepared and will file, concurrently with the execution of this Agreement, the Final Prospectus pursuant to the Passport System and National Instrument 44-101, will obtain the Final Receipt for the Final Prospectus prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Lead Agents) and will take all other steps and proceedings that may be necessary in order to qualify the Offered Securities, the Over-Allotment Securities, the Compensation Securities and the Advisory Fee Securities for distribution pursuant to the Final Prospectus in each of the Qualifying Jurisdictions prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Lead Agents); (ii) will deliver or cause to be delivered to the Agents a copy of the Final Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws; (biii) prior will deliver or cause to be delivered to the time of filing thereof, Agents a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus Material (other than documents any document already filed publicly with a Canadian Securities CommissionRegulator); and; (civ) concurrently with will cause the filing of the Prospectus with the Securities Commissions, Corporation’s Auditors to deliver a “long- long-form” comfort letter of Deloitte LLP letter, dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors and officers of the Corporation, with respect to certain the verification of financial and accounting information relating and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the Corporation in date of the Prospectus, including all Documents Incorporated by Reference, letter and which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s Auditors’ consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Lawsletter; (bv) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely will deliver to the Underwriters Agents and furnished by them specifically their counsel, copies of all correspondence, if any, indicating that the application for use in a Prospectus) the listing and posting for trading on the CSE of the Unit Shares, the Advisory Fee Shares, the Compensation Shares, the Advisory Fee Warrant Shares and the Compensation Warrant Shares, has been omitted therefrom which is required conditionally approved, subject only to be stated in such disclosure or is necessary to make satisfaction by the statements or information contained in such disclosure not misleading in light Corporation of the circumstances under which they were madeStandard Listing Conditions; and (cvi) except with respect to information and statements relating solely will deliver to the Underwriters and furnished by them specifically for use in a ProspectusAgents, the Offering Documents comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Prospectus, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after the filing of the Prospectus with the Securities Commissions, but, practicable but in any event on or before noon (Toronto time) on by the next Business Day after the filing Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Prospectus. Such deliveries Final Prospectus (and any Supplementary Material) as the Agents may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus (and any Supplementary Material) shall constitute the consent of the Corporation to the Underwriters’ use of such documents by the Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement Agents and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use each Selling Firm in connection with the distribution of the Offered SharesSecurities, the Over-Allotment Securities, the Compensation Securities and the Advisory Fee Securities, subject to the Agents and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (4c) Subject Prior to compliance or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesRegulators, the Corporation will promptly provide deliver to the Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior Agents documents similar to issuance and shall obtain the prior approval of the Co-Lead Underwriters as those referred to the content and form of any press release relating in Sections 6(b)(ii) to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.(b)(vi)