Common use of Offering Procedure Clause in Contracts

Offering Procedure. The selling jurisdictions (the “Selling Jurisdictions”) for the Offering will be the provinces of Alberta, British Columbia and Ontario, and such other provinces as the Agents may specify and the Corporation agrees to prior to the Closing Date. The Units may also be placed in United States through a U.S. sub-agent pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”), provided that as a “domestic” issuer under the securities laws of the United States, the Offering shall be conducted in all jurisdictions in the United States in accordance with Regulation D of the Act or other available exemptions from the registration requirements of the Act. The Units may also be sold in certain foreign jurisdictions, pursuant to applicable securities regulations, subject to the Corporation’s approval. The Units are to be sold on a “private placement” basis without the preparation or filing of a prospectus, registration statement, offering memorandum or similar disclosure document, provided that the subscribers shall acknowledge in the subscription agreement(s) having available to them an opportunity to review the Corporation’s periodic reports and other filings made with the SEC under the United States Securities Exchange Act of 1934, as amended, and the Act and such other access and information as is required in compliance with Regulation D. The Agents will only provide potential subscribers with this Term Sheet (or an abridged version) and subscription agreement(s) in respect of the Units.

Offering Procedure. The selling jurisdictions (the “Selling Jurisdictions”) for the Offering will be the provinces of Alberta, British Columbia Columbia, and Ontario, and such other provinces as the Agents Agent may specify and the Corporation Company agrees to prior to the Closing Date. The Units may also be placed in United States through a U.S. sub-agent pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”), provided that as a “domestic” issuer under the securities laws of the United States, the Offering offering shall be conducted in all jurisdictions in the United States in accordance with Regulation D of the Act or other available exemptions from the registration requirements of the Act. The Units may also be sold in certain foreign jurisdictions, pursuant to applicable securities regulations, subject to the Corporation’s Company's approval. The Units are to be sold on a “private placement” basis without the preparation or filing of a prospectus, registration statement, offering memorandum or similar disclosure document, provided that the subscribers shall acknowledge in the subscription agreement(s) having available to them an opportunity to review the CorporationCompany’s periodic reports and other filings made with the SEC under the United States Securities Exchange Act of 1934, as amended, and the Act and such other access and information as is required in compliance with Regulation D. The Agents Agent will only provide potential subscribers with this Term Sheet (or an abridged version) and subscription agreement(s) in respect of the Units.Units and publicly available information in respect of the