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

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the Underwriters: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the letters, which letters shall be in addition to any auditors’ consent letters or comfort letters addressed to the Canadian Securities Regulators; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; 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 Unit Shares and Warrant Shares has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, 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 and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriters) 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 (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters in writing, such documents comply in all material respects with the requirements of the Securities Laws. 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 Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters without charge, in such numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) at the Closing Time, a copy of the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent, the Agent’s counsel, and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) as soon as practicable after prior to the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, filing of the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale Canadian Securities Regulators, a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP dated as of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each date of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms Final Prospectus with respect to their possible purchase the tax commentary included in the section of Unitsthe Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and (iiiiv) 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 CSE of the Unit Offered Shares and Warrant Compensation Option Shares has have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX CSE (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the UnitsOffered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. 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 Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) at the Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent, its legal counsel, and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) as soon as practicable after prior to the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, filing of the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale Canadian Securities Regulators, a legal opinion of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ LLP dated as of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each date of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms Final Prospectus with respect to their possible purchase the tax commentary included in the section of Unitsthe Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and (iiiiv) 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 CSE of the Unit Offered Shares and Warrant Shares has have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX CSE (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the UnitsOffered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Agent’s use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units Offered Shares in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writingJurisdictions. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) at the Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent, the Agent’s counsel and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) as soon as practicable after prior to the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, filing of the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale Canadian Securities Regulators, a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP dated as of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each date of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms Final Prospectus with respect to their possible purchase the tax commentary included in the section of Unitsthe Prospectus entitled "Eligibility for Investment" addressed to the Agent and the Agent’s counsel, in form and content acceptable to the Agent, acting reasonably; and (iiiiv) 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 Exchange of the Unit Offered Shares and Agent’s Warrant Shares has have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX Exchange (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the UnitsOffered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. 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 Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) at the Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) 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 section of the Prospectus entitled “Eligibility for Investment” addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; (iv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, private placement memoranda incorporating the Preliminary Prospectus, the Final Prospectus or and any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units Offered Shares to, or for the account or benefit of, persons in the United States and U.S. PersonsPersons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiv) 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 TSXV of the Unit Shares and Warrant Shares Common Shares, including the Offered Shares, has been approved for listing subject only to satisfaction by the Corporation of customary post-post- closing conditions imposed by the TSX TSXV (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum (collectively, the “Offering Documents”) by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, as the case may be, Offering Documents 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 and the UnitsOffered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Agent's use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units Offered Shares in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the UnitsOffered Shares, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum Offering Documents to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum Offering Documents given forthwith after the Underwriters have 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the Underwriters: (i) prior to at the filing Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus signed and certified by the Corporation as required by applicable Securities Laws in the Qualifying Provinces; (ii) at the Closing Time, a copy of any Supplementary Material required to be filed by the Corporation in compliance with applicable Securities Laws in the Canadian Securities RegulatorsQualifying Provinces; (iii) at the Closing Time, a “long long-form” comfort letter from the Corporation’s Auditors dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus, including all Documents Incorporated by Reference, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any the auditors’ consent letters or letter and comfort letters letter, if any, addressed to the Canadian Securities Regulators; (iiiv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 offer and sale of the Units to, or for the account or benefit of, persons in the United States and to U.S. Persons, Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiv) 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 TSX-V of the Unit Shares and Warrant Shares has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead UnderwriterShares, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, 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 and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriters) 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 (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters in writing, such documents comply in all material respects with the requirements of the Securities Laws. 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 Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters without charge, in such numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.Flow-

Deliveries on Filing and Related Matters. ‌ (a) The Corporation shall deliver to each of the Underwriters:Agents and their counsel:‌ (i) at the time of filing of the Final Prospectus, a copy of the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents, the Agents’ counsel, and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former 's Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former 's Auditors within a cut-off date of not more than two (2) Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ report contained in the Final Prospectus and any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators;‌ (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a consent of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the sections of the Prospectus entitled “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” addressed to the Canadian Securities Regulators, in form and content acceptable to the Agents, acting reasonably; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiiv) 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 TSXV of the Common Shares, including the Unit Shares, the Unit Warrant Shares, the Agents’ Unit Shares, the Agents’ Unit Warrant Shares, the CF Fee Unit Shares and the CF Fee Unit Warrant Shares Shares, has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX TSXV (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 Canadian Securities Laws, including without limitation any marketing materials and template versions thereof. (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agents 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 Agents, acting reasonably. Concurrently with the delivery of any Supplementary Material, the Corporation shall deliver to the Agents, with respect to such Supplementary Material, documents similar to those referred to in subparagraph 6(a). (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, the Marketing Materials and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agents that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agents and provided by the Underwriters Agents in writing) contained in the Preliminary Prospectus or the Final Prospectus or the Marketing Materials or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the Offered Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgents) 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 (iii) except with respect to any information relating solely to the Underwriters Agents and provided by the Underwriters Agents in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s 's consent to the UnderwritersAgents’ use of the Preliminary Prospectus, the Final Prospectus Prospectus, the Marketing Materials and any Supplementary Material in connection with the distribution of the Offered Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writingJurisdictions. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agents without charge, in such numbers and in such cities as the Underwriters Agents may reasonably request by written or oral instructions to the Corporation’s 's financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters Agents 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 practicable and, in any event, on or before a the date which is the later of (i) two (2) Business Days after the Canadian Securities Regulators have issued a receipt for the Preliminary Prospectus and the Final Prospectus, and (ii) two (2) Business Days after the date on which the Agents provide print and delivery instructions and on or before a date which is two (2) Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material. (e) The Agents shall deliver to each purchaser of the Offered Units a copy of the Final Prospectus in compliance with Securities Laws. The Agents shall send a copy of all amendments to the Prospectus to all persons to whom copies of the Prospectus are sent.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) prior to the filing of the Final Prospectus, a copy of the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort form”comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters auditors’consent letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) as soon as practicable after concurrently with the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, filing of the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale Canadian Securities Regulators, a legal opinion of Legacy Tax + Trust Lawyers, special tax counsel to the Corporation, dated as of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each date of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms Final Prospectus with respect to their possible purchase the tax commentary included in the section of Unitsthe Prospectus entitled “Eligibility for Investment” addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and (iiiiv) 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 CSE of the Unit Shares, Unit Warrant Shares and Warrant Compensation Option Shares has have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX CSE (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the Offered Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus Agent’s theuFsineal Proosfpectus and any Supplementary Material in connection with the distribution of the Offered Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writingJurisdictions. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have 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 and, in any event, on or before 4:00 p.m. (Vancouver time) on a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Preliminary Prospectus and the Final Prospectus, and on or before 4:00 p.m. (Vancouver time) on a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. 5.1 The Company shall deliver to the Agents: (a) The Corporation shall deliver to each concurrently with the filing thereof, a copy of the Underwriters:Preliminary Prospectus, the Amended Prospectus and the Final Prospectus in the English language signed and certified by the Company as required by Canadian Securities Laws; (ib) prior concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Canadian Securities Laws; (c) concurrently with the filing of the Final Prospectus, a copy of the U.S. Private Placement Memorandum (including the Final Prospectus); and (d) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” form comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to SCP, on behalf of the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors of the Corporation Company from each of the CorporationCompany’s Auditors and the Corporation’s Former Auditors auditors with respect to financial and accounting information relating to the Corporation Company contained in the Final Prospectus, which letters letter shall be based on a review by the CorporationCompany’s Auditors and the Corporation’s Former Auditors auditors within a cut-off date of not more than two Business Days prior to the date of the letters, letter and which letters letter shall be in addition to any the auditors’ consent letters or comfort letters letter addressed to the Canadian Securities Regulators; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiie) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence correspondences indicating that the application for the listing and posting for trading of the Unit Shares, the Warrants and Warrant Shares on the TSX TSXV have been approved, and the notification to the Nasdaq of the listing of the Unit Shares and the Warrant Shares has been approved for listing made, subject only to satisfaction by the Corporation Company of customary post-closing conditions imposed by the TSX (TSXV; 5.2 The Company shall also prepare and deliver promptly to the “Standard Listing Conditions”Agents copies of all Supplementary Material, signed and certified as applicable. Concurrently with the delivery of any Supplementary Material, the Company shall deliver to the Agents, with respect to such Supplementary Material, documents substantially similar to those referred to in Sections 5.1(a), 5.1(b), 5.1(c), and 5.1(d). 5.3 The Company and the Agents hereby covenant and agree: (ba) During that during the period of distribution of the Offered Units: (i) , the Corporation Company and the Lead Underwriter, on behalf of the Underwriters, Agents shall approve in writing, a prior to such time that marketing materials are provided to potential Purchasers, the template version of any Marketing Materials marketing materials reasonably requested to be provided by the Underwriters Agents to any potential investor Purchaser of Offered Units, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws and such approval by the Company constituting the Agents’ authority to use such marketing materials in connection with the Offering and to provide them to potential Purchasers of Offered Units. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after the template version of such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Lead Underwriter, on behalf of the UnderwritersAgents, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered Units, . The Company and such filing shall constitute the Underwriters' authority to use such Marketing Materials in connection with the Offering. Any Agents may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 and NI 41-101 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 CorporationCompany. The Corporation Company shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials marketing materials provided to potential investors of Offered Units where required under Canadian Securities LawsLaws in the Qualifying Jurisdictions; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (Ab) not to provide any potential investor Purchaser of Offered Units with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Canadian Securities Regulators on or before the day such Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered Units; and; (Bc) not to provide any potential investor Purchaser of Offered Units with any materials or information in relation to the distribution of the Offered Units or the Corporation Company other than: (ai) such Marketing Materials materials that have been approved and filed in accordance with this section 4(b)Section 5.3; (bii) the Preliminary Prospectus and the Final Prospectusany standard term sheets (provided they are in compliance with Canadian Securities Laws); and (ciii) the Offering Documents; and (d) that any Standard Term Sheets marketing material, including standard term sheets for which the template versions thereof have been approved and filed in accordance with this Section 5.3 shall be approved in writing by the Corporation Company and SCP, on behalf of the Lead UnderwriterAgents. (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) 5.4 Delivery of the Preliminary Prospectus, the Final Prospectus, Marketing Document and any Supplementary Material and the U.S. Memorandum Offering Document by the Corporation Company shall constitute the representation and warranty of the Corporation Company to the Underwriters Agents that, as at their respective dates of filing: (ia) all information and statements (except information and statements relating solely to the Underwriters Agents and provided by the Underwriters Agents in writingwriting expressly for inclusion therein (the “Agents’ Information”)) contained and incorporated by reference in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material Marketing Document and the U.S. MemorandumOffering Documents, 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 Company and the Offering and the Offered Units, as required by Applicable Securities Laws; (iib) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgents’ Information) 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 (iiic) except with respect to any information relating solely to the Underwriters and provided by the Underwriters in writingAgents’ Information, such documents comply in all material respects document complies with the requirements of the Applicable Securities Laws. Such deliveries of an Offering Document shall also constitute the CorporationCompany’s consent to the UnderwritersAgents’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum such Offering Document in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons Offered Units in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Applicable Securities Act Laws unless otherwise advised in writing. (e) 5.5 The Corporation Company will provide access to the Prospectus and any Supplementary Material through the procedure prescribed under the “Access Equals Delivery” exemption under Canadian Securities Laws, and the Agents and the Company shall satisfy any request for electronic or paper copies of the Prospectus in accordance therewith, without charge. If reasonably requested by the Agents, the Company shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum Offering Documents to be delivered to the Underwriters Agents without charge, in such numbers and in such cities as the Underwriters Agents may reasonably request by written instructions to the CorporationCompany’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum Offering Documents given forthwith after the Underwriters have Agents has been advised that the Corporation Company has complied with the Canadian Securities Laws in the Qualifying Jurisdictions. 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 Canadian Securities Regulators have issued a receipt for the Preliminary Amended Prospectus and a Final Receipt for the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material. 5.6 During the period commencing on the date hereof and until completion of the distribution of the Offered Units, the Company will promptly provide to the Agents drafts of any press releases of the Company for review by the Agents and the Agents’ counsel prior to dissemination and the Company agrees that it shall obtain prior approval of SCP, on behalf of the Agents, acting reasonably, as to the content and form of any press release to be issued in connection with the Offering. In addition, in order to comply with applicable U.S. Securities Laws, any press release announcing or otherwise concerning the Offering shall (1) (a) only be released outside the United States; and (b) include an appropriate notation substantially as follows: “Not for distribution to United States Newswire Services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any U.S. 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 defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable U.S. state securities laws, or an exemption from such registration requirements is available.” or (2) be modified and/or revised as needed to be released within the United States to comply with U.S. Securities Laws

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) prior to the filing of the Final Prospectus, a copy of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) as soon as practicable after prior to the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, filing of the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale Canadian Securities Regulators, a legal opinion of Maxis Law Corporation dated as of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each date of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms Final Prospectus with respect to their possible purchase the tax commentary included in the section of Units; andthe Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; (iiiiv) 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 Exchange of the Unit Offered Shares and Agent’s Warrant Shares has have been approved for listing subject only to satisfaction by the Corporation of customary post-post- closing conditions imposed by the TSX Exchange (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the UnitsOffered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Agent's use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units Offered Shares in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writingJurisdictions. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall Company will deliver to each of the UnderwritersAgent: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Corporation Company from each of the CorporationCompany’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation Company contained in the Final Prospectus, which letters shall letter will be based on a review by the CorporationCompany’s Auditors and the Corporation’s Former Auditors within a cut-off cut‐off date of not more than two Business Days prior to the date of the lettersletter, which letters shall letter will be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Canadian Securities Regulators, in form and content acceptable to the Agent, acting reasonably; (iii) as soon as reasonably practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units Offered Shares to, or for the account or benefit of, persons in the United States and or U.S. Persons, if any (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiiv) 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 CSE of the Unit Shares outstanding Common Shares, the Offered Shares, the Corporate Finance Fee Shares, the Agent’s Fee Shares, if any, and the Agent's Warrant Shares has have been approved for listing subject only to satisfaction by the Corporation Company of customary post-closing listing conditions imposed by the TSX CSE (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall Company will also prepare and deliver promptly to the Underwriters Agent signed copies of all Supplementary Material Material, if any, required to be filed by the Corporation Company in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Marketing Materials, any Supplementary Material and the U.S. Memorandum by the Corporation shall Company will constitute the representation and warranty of the Corporation Company to the Underwriters Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing) contained in the Preliminary Prospectus Prospectus, or the Final Prospectus or Marketing Materials or any Supplementary Material and the U.S. Memorandum, 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 Company and the UnitsOffered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgent) 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 (iii) except with respect to any information relating solely to the Underwriters Agent and provided by the Underwriters Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall will also constitute the CorporationCompany’s consent to the Underwriters’ Agent’s use of the Preliminary Prospectus, the Final Prospectus Prospectus, Marketing Materials and any Supplementary Material in connection with the distribution of the Units Offered Shares in the Qualifying Jurisdictions and the U.S. Affiliates’ use of the U.S. Memorandum in connection with the offer and sale of the UnitsOffered Shares, on a private placement basis, to, or for the account or benefit of, persons in the United States and or U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (ed) The Corporation shall Company will cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agent without charge, in such numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the CorporationCompany’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have Agent has been advised that the Corporation Company has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall will be effected as soon as possible and, in any event, on or before a date which is the later of (i) two Business Days after the Canadian Securities Regulators have issued a receipt for the Preliminary Prospectus and the Final Prospectus, and (ii) two Business Days after the date on which the Agent provides print and delivery instructions and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept accepts for filing, as the case may be, any Supplementary Material. (e) The Agent will deliver to each purchase of the Offered Shares a copy of the Final Prospectus in compliance with Securities Laws. The Agent shall send a copy of all amendments, if any, to the Prospectus to all persons to whom copies of the Prospectus are sent.

Deliveries on Filing and Related Matters. (a) The Corporation Company shall deliver deliver, or cause to be delivered, to each of the UnderwritersAgents: (i) a copy of the Preliminary Prospectus and, prior to the filing of the Final Prospectus with the Securities Commissions in the Qualifying Provinces and a copy of the Final Prospectus signed by the Company as required by Canadian Securities RegulatorsLaws; (ii) prior to the filing of any Supplementary Material with the Securities Commissions in the Qualifying Provinces, a “copy of such Supplementary Material required to be filed by the Company in compliance with Canadian Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Securities Commissions in the Qualifying Provinces, a "long form” " comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters and Agents from the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Company's Auditors with respect to financial and accounting information relating to the Corporation Company contained in the Final ProspectusProspectus and all Documents Incorporated by Reference, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Company's Auditors within a cut-cut- off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any the auditors’ ' consent letters or comfort letters letter addressed to the Canadian Securities Regulators; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons Commissions in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of UnitsQualifying Provinces; and (iiiiv) prior to the filing of the Final Prospectus with the Canadian Securities RegulatorsCommissions in the Qualifying Provinces, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares and Warrant Shares has been approved for listing subject only to satisfaction all filings made by the Corporation of customary post-closing conditions imposed by Company with the TSX (the “Standard Listing Conditions”)CSE. (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, on behalf of the Underwriters, The Company shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agents signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities LawsMaterial. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum Offering Documents by the Corporation Company shall constitute the representation and warranty of the Corporation Company to the Underwriters Agents that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agents and provided in writing by the Underwriters in writingAgents or their counsel) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, as the case may be, Offering Documents 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 Company and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriters) 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 (iiiii) except with respect to any information relating solely to the Underwriters Agents and provided in writing by the Underwriters in writingAgents or their counsel, such documents comply in all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Corporation’s Company's consent to the Underwriters’ Agents' use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material Offering Documents in connection with the distribution Distribution of the Units in the Qualifying Selling Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Applicable Securities Act Laws unless otherwise advised in writing. (ed) The Corporation Company shall cause commercial copies of the Preliminary ProspectusOffering Documents, the Final Prospectusas applicable, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agents without charge, in such numbers and in such cities locations as the Underwriters Agents may reasonably request by written instructions to the Corporation’s Company's financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters Agents have been advised that the Corporation Company has complied with the Applicable Securities Laws in the Qualifying Selling Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, no later than noon (local time) on or before a the date which is two one Business Days Day after the Canadian Securities Regulators have date the BCSC has issued a receipt for in accordance with NP 11-202 in respect of the Preliminary Prospectus and Prospectus, the Final Prospectus, and on Prospectus or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material, as applicable. (e) The Company agrees that from the date hereof to the Closing Date, it shall obtain prior approval of the Agents as to the content and form of any press release or other public disclosure document prior to issuance, such approval not to be unreasonably withheld. In addition, 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, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States or the District of Columbia), or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units under the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Units offered under the Offering have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly, within the United States, its possessions and other areas subject to its jurisdiction, except pursuant to applicable exemptions from the registration requirements."

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the Underwriters: (i) prior at the Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws of the Qualifying Jurisdictions; (ii) at the Closing Time, a copy of any Supplementary Material required to be filed by the Corporation in compliance with Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiiv) 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 Unit Offered Debentures and the Common Shares and Warrant Shares has issuable upon conversion, redemption or maturity of the Offered Debentures have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material required and shall deliver to be filed by the Corporation Underwriters, 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 compliance connection with the Securities Lawsoffering for sale of the Offered Debentures in the United States (the “U.S. Memorandum”) and, forthwith after preparation, any amendment to the U.S. Memorandum. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writingwriting expressly for inclusion in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. MemorandumMaterial, 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 and the UnitsOffered Debentures; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriters) 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 (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters in writingwriting expressly for inclusion in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, such documents comply in all material respects with the requirements of the Securities LawsLaws of the Qualifying 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 Units Offered Debentures in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act Laws unless otherwise advised in writing. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters without charge, in such numbers and in such cities in the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, Prospectus and the Final Prospectus, any Supplementary Material and the U.S. Memorandum Prospectus 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 and, in any event, on or before a date which is two Business Days Day after compliance with applicable Securities Laws in the Canadian Securities Regulators have issued a receipt for Qualifying Jurisdictions with respect to 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 for or accept for filing, as the case may be, any Supplementary Material. (e) During the period commencing on the date hereof and until completion of the distribution of the Offered Debentures, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters and the Underwriters’ counsel prior to issuance.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgent: (i) prior at the Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus signed and certified by the Corporation as required by Securities Laws; (ii) at the Closing Time, a copy of any Supplementary Material required to be filed by the Corporation in compliance with Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter letters dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters Agent and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in or incorporated by reference into the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any the auditors’ consent letters or comfort letters letter required to be delivered by such auditors and addressed to the Canadian Securities Regulators; (iiiv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons Securities in the United States and (the “U.S. PersonsPlacement Memorandum”), and, forthwith after preparation, any amendment to the U.S. Placement Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiv) 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 Unit Shares and Warrant Shares Underlying Securities issuable in connection with the Offering has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, 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 and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriters) 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 (iii) except with respect to any information relating solely to the Underwriters and provided by the Underwriters in writing, such documents comply in all material respects with the requirements of the Securities Laws. 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 Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters without charge, in such numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersUnderwriter: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters Underwriter and the directors of the Corporation Corporation, from each of the Corporation’s Auditors and the Corporation’s Former Auditors Auditor with respect to financial and accounting information relating to the Corporation contained in the Final ProspectusProspectus derived from the Corporation’s audited annual financial statements for the years ended December 31, 2018 and 2017 and the Corporation’s unaudited financial statements for the three and nine months ended September 30, 2019 and 2018, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters or comfort letters letter addressed to the Canadian Securities Regulators; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; 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 Unit Shares, the Warrant Shares and the Underwriter’s Warrant Shares has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”); and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, written confirmation from the Corporation that it has filed all required documents and paid all required fees to the OTCQB in order to make a market for the Warrants. (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, on behalf of the Underwriters, Underwriter shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters Underwriter to any potential investor of Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, and such filing shall constitute the Underwriters' Underwriter’s authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 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. The Corporation shall prepare and file with the Securities Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, Corporation and the UnderwritersUnderwriter, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Underwriter signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) Delivery of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Underwriter that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Underwriter and provided by the Underwriters Underwriter in writing) contained in the Preliminary Prospectus or the Final Prospectus or and any Supplementary Material and the U.S. MemorandumMaterial, 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 and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersUnderwriter) 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 (iii) except with respect to any information relating solely to the Underwriters Underwriter and provided by the Underwriters Underwriter in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Underwriter’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 and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Underwriter without charge, in such numbers and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have Underwriter 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwritersAgents: (i) at the Closing Time, a copy of the Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Corporation as required by the Securities Laws; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters Agents and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters letter shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the lettersletter, which letters letter shall be in addition to any auditors’ consent letters letter or comfort letters letter addressed to the Canadian Securities Regulators; (iiiii) 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 sections of the Prospectus entitled "Eligibility for Investment" addressed to the Agents and their legal counsel, in form and content acceptable to the Agents, acting reasonably; (iv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, 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 Offered Units to, or for the account or benefit of, persons in the United States and U.S. PersonsPersons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iiiv) 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 Unit Shares, Warrant Shares and the Agent’s Warrant Shares has have been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, 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 Units, such Marketing Materials to comply with 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 Lead Underwriter, 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 Units, 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 44-101 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. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units 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 Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriters Agents signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (dc) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters Agents that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriters Agents and provided by the Underwriters Agents in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, 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 and the Offered Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwritersAgents) 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 (iii) except with respect to any information relating solely to the Underwriters Agents and provided by the Underwriters Agents in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the UnderwritersAgents’ 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 and the use of the U.S. Memorandum in connection with the offer and sale of the Offered Units, on a private placement basis, to, or for the account or benefit of, certain persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities Act unless otherwise advised in writing. (ed) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriters Agents without charge, in such numbers and in such cities as the Underwriters Agents may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters Agents 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 and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for 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 for or accept for filing, as the case may be, any Supplementary Material.