Common use of Offering Terms Clause in Contracts

Offering Terms. 3.1 The Shares will be offered for sale by the Agents, as agents on behalf of the Corporation, to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Shares to Purchasers is to be effected by the Agents in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities. The Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm compliance with all Applicable Securities Laws in connection with the sale of the Shares to the Purchasers. 3.3 The Agents will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaire, as applicable, and a properly completed and duly executed TSX Private Placement Questionnaire and Undertaking, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be requested by the Exchange. 3.4 If, in the opinion of the Agents, it is necessary, the Agents will form, manage and participate in a group of sub-agents to offer and sell the Shares as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Shares in such jurisdictions in which it offers and sells the Shares. In the event that a selling group is formed, the Agents will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Shares on the terms set forth in this Agreement. 3.5 The Corporation covenants to use its commercial best efforts to satisfy as expeditiously as possible, each of the conditions of the Exchange (the "Exchange Conditions") required to be satisfied prior to the Exchange's acceptance of the Corporation's notice of the Private Placement. 3.6 The terms and conditions of the Compensation Options and the attributes and characteristics of the Compensation Options will be substantially as described in this Agreement subject to the changes, if any, that the Corporation and the Agents (each on its behalf) may agree to. 3.7 The Corporation and each of the Agents confirms that the Private Placement has not been, and agrees that it will not be, advertised in any way. 3.8 No selling or promotional expenses will be paid or incurred in connection with the Private Placement, except for professional services or for services performed by a registered dealer. 3.9 The Agents acknowledge that the Shares, the Commission Shares, the Corporate Finance Fee Shares, the Compensation Options and the Compensation Option Shares have not been, and will not be, registered under the 1933 Act or applicable state securities laws and may not be offered or sold except outside the United States in accordance with Regulation S.

Offering Terms. 3.1 (a) The Shares Offered Units will be offered for sale by the Agents, as agents on behalf of the Corporation, Underwriters to Purchasers resident or located (as applicable) in the Qualifying Offering Jurisdictions. 3.2 (b) The sale of the Shares Offered Units to Purchasers is to be effected by the Agents in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Canadian Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authoritiesany Governmental Authority. The Agents Underwriters will notify the Corporation with respect to the identity and jurisdiction of residence or location, as applicable, of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm secure compliance with all Applicable Securities Laws in connection with the sale of the Shares Offered Units to the Purchasers. 3.3 (c) The Agents Underwriters will obtain from each Purchaser and deliver to the Corporation at least 48 hours in advance of Closing, a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaire, as applicable, and a properly completed and duly executed TSX Private Placement Questionnaire and Undertaking, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be reasonably requested by the ExchangeCorporation. 3.4 (d) If, in the opinion of the AgentsLead Underwriter, it is necessary, the Agents Lead Underwriter will form, manage and participate in a group of sub-agents to offer and sell the Shares Offered Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Shares Offered Units in such jurisdictions in which it offers and sells the SharesOffered Units. In the event that such a selling group is formed, the Agents Lead Underwriter will: (ai) manage the selling group as and to the extent customary in the securities industry in Canada; and (bii) require each member of the selling group to offer and sell the Shares Offered Units on the terms set forth in this Agreement. 3.5 (e) The Corporation covenants to use its commercial best efforts obtain all necessary regulatory approvals for the Offering. (f) The Underwriters will only sell the Offered Units in accordance with Applicable Securities Laws and to satisfy persons who represent themselves as expeditiously being Persons purchasing as possibleprincipal or, each in the case of subparagraph (i) below only, are deemed to be purchasing as principal under Applicable Securities Laws and who are: (i) “accredited investors” as defined in NI 45-106 and who are not persons created or used solely to purchase or hold securities as “accredited investors” as defined in paragraph (m) of the conditions aforesaid definition of “accredited investor”; (ii) “family, friends or business associate” investors pursuant to section 2.5, 2.6 or 2.6.1 of NI 45-106, as applicable; or (iii) purchasing the Exchange (the "Exchange Conditions") required to be satisfied prior Offered Units at an acquisition cost to the Exchange's acceptance Purchaser of the Corporation's notice of the Private Placement$150,000 and is not an individual. 3.6 (g) The terms and conditions of the Compensation Options and the attributes and characteristics of the Compensation Options will be substantially as described in this Agreement subject to the changes, if any, that the Corporation and the Agents (each on its behalf) may agree to. 3.7 The Corporation and each of the Agents confirms that the Private Placement Offering has not been, been and agrees that it will not be, be advertised in any way. 3.8 (h) No selling or promotional expenses will be paid or incurred in connection with the Private PlacementOffering, except for professional services or for services performed by a registered dealer, as provided for herein pursuant to Section 14. 3.9 (i) The Agents Corporation and the Underwriters hereby acknowledge that the Shares, the Commission Shares, the Corporate Finance Fee Shares, the Compensation Options and the Compensation Option Shares Offered Units have not been, been and will not be, be registered under the 1933 U.S. Securities Act or applicable under any state securities laws in the United States and may not be offered or sold except outside in the United States or to, or for the account or benefit of, U.S. Persons, except by the Underwriters acting through their U.S. Affiliates to Qualified Institutional Buyers in accordance with Regulation S.Rule 144A, and under the applicable securities laws of any applicable U.S. state and in accordance with Schedule A hereto. (j) The provisions of Schedule A of this Agreement apply in respect of all offers of the Offered Units and are incorporated by reference in and shall form part of this Agreement.

Offering Terms. 3.1 The Shares will be offered for sale by the AgentsAgent, as agents agent on behalf of the Corporation, to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Shares to Purchasers is to be effected by the Agents Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities. The Agents Agent will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm compliance with all Applicable Securities Laws in connection with the sale of the Shares to the Purchasers. 3.3 The Agents Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaire, as applicable, and a properly completed and duly executed TSX Private Placement Questionnaire and Undertaking, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be requested by the Exchange. 3.4 If, in the opinion of the AgentsAgent, it is necessary, the Agents Agent will form, manage and participate in a group of sub-agents to offer and sell the Shares as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Shares in such jurisdictions in which it offers and sells the Shares. In the event that a selling group is formed, the Agents Agent will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Shares on the terms set forth in this Agreement. 3.5 The Corporation covenants to use its commercial best efforts to satisfy as expeditiously as possible, each of the conditions of the Exchange (the "Exchange Conditions") required to be satisfied prior to the Exchange's acceptance of the Corporation's notice of the Private Placement. 3.6 The terms and conditions of the Compensation Agent's Options and the attributes and characteristics of the Compensation Agent's Options will be substantially as described in this Agreement subject to the changes, if any, that the Corporation and the Agents (each on its behalf) Agent may agree to. 3.7 The Corporation and each of the Agents confirms Agent confirm that the Private Placement has not been, and agrees agree that it will not be, advertised in any way. 3.8 No selling or promotional expenses will be paid or incurred in connection with the Private Placement, except for professional services or for services performed by a registered dealer. 3.9 The Agents acknowledge Agent acknowledges that the Shares, the Commission Shares, the Corporate Finance Fee Shares, the Compensation Agent's Options and the Compensation Agent's Option Shares have not been, and will not be, registered under the 1933 Act or applicable state securities laws and may not be offered or sold except outside the United States in accordance with Regulation S.

Offering Terms. 3.1 The Shares Offered Securities will be offered for sale by the Agents, as agents on behalf of the Corporation, Agent to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Shares Offered Securities to Purchasers is to be effected by the Agents Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities. Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agents Agent will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm secure compliance with all Applicable Securities Laws in connection with the sale of the Shares Offered Securities to the Purchasers and offers of the Offered Securities to US Purchasers. 3.3 The Agents Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaireCertificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, and a properly completed and duly executed TSX Private Placement Questionnaire and Undertaking, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be requested by the Exchange. 3.4 If, in the opinion of the AgentsAgent, it is necessary, the Agents Agent will form, manage and participate in a group of sub-agents to offer and sell the Shares Offered Securities as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Shares Offered Securities in such jurisdictions in which it offers and sells the SharesOffered Securities. In the event that a selling group is formed, the Agents Agent will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Shares Offered Securities on the terms set forth in this Agreement. 3.5 Each FT Unit will consist of one FT Share and one-half of one FT Warrant. Each whole FT Warrant will entitle the holder to purchase one FT Warrant Share for a period of two years from the Closing Date at a price of $1.75 per FT Warrant Share. The FT Shares will have the attributes described in the form of Subscription Agreement for FT Units and the Agent shall have the benefit of the representations, warranties and covenants with respect to the FT Shares made by the Corporation in such form of Subscription Agreement as if such representation, warranties and covenants were contained herein. 3.6 Each Common Share Unit will consist of one Common Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchaser one Warrant Share for a period of two years from the Closing Date at a price of $1.25 per Warrant Share. 3.7 The Corporation covenants to use its commercial best efforts to satisfy as expeditiously as possible, possible each of the conditions of the Exchange (the "“Exchange Conditions"”) required to be satisfied prior to the Exchange's ’s acceptance of the Corporation's ’s notice of the Private Placement. 3.6 3.8 The terms and conditions of the Warrants, the FT Warrants, the Compensation Options Options, and the Fee Warrants and the attributes and characteristics of the Warrants, the FT Warrants, the Compensation Options and the Fee Warrants will be substantially as described in this Agreement subject to the changes, if any, that the Corporation and the Agents Agent (each on its behalfbehalf and, with respect to the Warrants and FT Warrants, on behalf of the Purchasers) may agree to. 3.7 3.9 The Corporation and each of the Agents confirms that the Private Placement has not been, been and agrees that it will not be, be advertised in any way. 3.8 3.10 No selling or promotional expenses will be paid or incurred in connection with the Private Placement, except for professional services or for services performed by a registered dealer. 3.9 3.11 The Agents acknowledge Agent acknowledges that the Shares, the Commission Shares, the Corporate Finance Fee Shares, the Compensation Options and the Compensation Option Shares Securities have not been, and will not be, registered under the 1933 Act or applicable state securities laws and may not be offered or sold except outside the United States in accordance with Regulation S.S or, for offers in the United States, by the Agent through the US Affiliate, and sale by the Corporation, pursuant to Rule 506 of Regulation D in the manner described in paragraph (b) below (the “US Private Placement”). Accordingly, the Agent represents, warrants and covenants to the Corporation, without limiting the generality of section of this Agreement, that, with respect to each offer or sale of Securities, either (a) or (b) immediately following is true as of the date of this Agreement and as of the Time of Closing and the Closing Date, which such representations, warranties and covenants shall survive the completion of the transactions contemplated under this Agreement: (a) it has offered and sold, and will offer and sell, Securities outside the United States only in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on their behalf, has made or will make: (i) except as permitted under (b) in respect of the US Private Placement, any offer to sell, or any solicitation of an offer to buy, any Securities to any person in the United States or to, or for the account or benefit of, a US Person; (ii) any sale of Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a US Person, or the Agent, or such affiliate or person acting on behalf of the Agent, reasonably believed that such Purchaser was outside the United States and not a US Person; or (iii) any Directed Selling Efforts in the United States with respect to the Securities; (b) it has offered and sold, and will offer and sell, Securities to persons in the United States or to, or for the account or benefit of, US Persons, only in the following manner: (i) the Agent has and will offer and sell the Securities in the United States only through its US Affiliate (if applicable), which was and is on the dates of such offers and sales a duly registered broker or dealer pursuant to Section 15(b) of the 1934 Act and under the securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the National Association of Securities Dealers, Inc.; (ii) immediately prior to soliciting offerees, the Agent has or will have reasonable grounds to believe and did or will believe that each US Offeree and each US Purchaser was and is an US Accredited Investor; (iii) no form of general solicitation or general advertising (as those terms are used in Regulation D) has been or will be used by the Agent or its affiliates, including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Offered Securities in the United States; (iv) any offer, sale or solicitation of an offer to buy Securities that has been made or will be made in the United States or to US Persons was or will be made only to US accredited investors by the Agent through its US Affiliate (if applicable), and in transactions that are exempt from registration under the 1933 Act and any applicable state securities laws and in accordance with any applicable US federal or state laws or regulations governing the registration and conduct of securities brokers and dealers; (v) all US Offerees and US Purchasers shall be informed that the Securities have not been and will not be registered under the 1933 Act and the Securities are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings. Each US Offeree and each US Purchaser shall be provided with disclosure substantially as follows: “The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “1933 Act”) and are being offered and sold within the United States only to accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act). Prospective purchasers of the Securities are hereby notified that the seller of the Securities is relying upon the exemption from the provisions of Section 5 of the 1933 Act provided in Section 4(2) of the 1933 Act for non-public offerings. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.”; (vi) as a condition of the purchase of the Securities, each US Purchaser will be required to execute and deliver to the Agent the US Accredited Investor Certificate to the foregoing effect, among other terms and conditions; (vii) neither the Agent, its affiliates or any person acting on its behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the 1934 Act in connection with the offer and sale of the Securities; and (c) the Agent and its US Affiliate make the representations and warranties set out in Exhibit “1” – Agent’s Certificate.

Offering Terms. 3.1 The Shares Units will be offered for sale by the Agents, as agents on behalf of the Corporation, Agent to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Shares Units to Purchasers is to be effected by the Agents Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities. Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agents Agent will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm secure compliance with all Applicable Securities Laws in connection with the sale of the Shares Units to the Purchasers and offers of the Units to US Purchasers. 3.3 The Agents Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor questionnaireCertificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, and a properly completed and duly executed TSX Private Placement Questionnaire and Undertaking, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be requested by the Exchange. 3.4 If, in the opinion of the AgentsAgent, it is necessary, the Agents Agent will form, manage and participate in a group of sub-agents to offer and sell the Shares Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Shares Units in such jurisdictions in which it offers and sells the SharesUnits. In the event that a selling group is formed, the Agents Agent will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Shares Units on the terms set forth in this Agreement. 3.5 Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Corporation (a “Warrant Share”) for a period of two years from the date of issue of the Warrant at a price of $0.75 per Warrant Share. 3.6 The Corporation covenants to use its commercial best efforts to satisfy as expeditiously as possible, possible each of the conditions of the Exchange (the "“Exchange Conditions"”) required to be satisfied prior to the Exchange's ’s acceptance of the Corporation's ’s notice of the Private Placement. 3.6 3.7 The terms and conditions of the Compensation Warrants, the Fee Warrants, the Agent’s Options and the Agent’s Option Warrants and the attributes and characteristics of the Compensation Warrants, the Fee Warrants, the Agent’s Options and the Agent’s Option Warrants will be substantially as described in this Agreement subject to the changes, if any, that the Corporation and the Agents Agent (each on its behalfbehalf and, with respect to the Warrants, on behalf of the Purchasers) may agree to. 3.7 3.8 The Corporation and each of the Agents confirms that the Private Placement has not been, been and agrees that it will not be, be advertised in any way. 3.8 3.9 No selling or promotional expenses will be paid or incurred in connection with the Private Placement, except for professional services or for services performed by a registered dealer. 3.9 3.10 The Agents acknowledge Agent acknowledges that the Shares, the Commission Shares, the Corporate Finance Fee Shares, the Compensation Options and the Compensation Option Shares Securities have not been, and will not be, registered under the 1933 Act or applicable state securities laws and may not be offered or sold except outside the United States in accordance with Regulation S.S or, for offers in the United States, by the Agent through the US Affiliate, and sale by the Corporation, pursuant to Rule 506 of Regulation D in the manner described in paragraph (b) below (the “US Private Placement”). Accordingly, the Agent represents, warrants and covenants to the Corporation, without limiting the generality of section of this Agreement, that, with respect to each offer or sale of Securities, either (a) or (b) immediately following is true as of the date of this Agreement and as of the Time of Closing and the Closing Date, which such representations, warranties and covenants shall survive the completion of the transactions contemplated under this Agreement: (a) it has offered and sold, and will offer and sell, Securities outside the United States only in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on their behalf, has made or will make: (i) except as permitted under (b) in respect of the US Private Placement, any offer to sell, or any solicitation of an offer to buy, any Securities to any person in the United States or to, or for the account or benefit of, a US Person; (ii) any sale of Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not a US Person, or the Agent, or such affiliate or person acting on behalf of the Agent, reasonably believed that such Purchaser was outside the United States and not a US Person; or (iii) any Directed Selling Efforts in the United States with respect to the Securities; (b) it has offered and sold, and will offer and sell, Securities to persons in the United States or to, or for the account or benefit of, US Persons, only in the following manner: (i) the Agent has and will offer and sell the Units in the United States only through its US Affiliate (if applicable), which was and is on the dates of such offers and sales a duly registered broker or dealer pursuant to Section 15(b) of the 1934 Act and under the securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the National Association of Securities Dealers, Inc.; (ii) immediately prior to soliciting offerees, the Agent has or will have reasonable grounds to believe and did or will believe that each US Offeree and each US Purchaser was and is an US Accredited Investor; (iii) no form of general solicitation or general advertising (as those terms are used in Regulation D) has been or will be used by the Agent or its affiliates, including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units in the United States; (iv) any offer, sale or solicitation of an offer to buy Securities that has been made or will be made in the United States or to US Persons was or will be made only to US accredited investors by the Agent through its US Affiliate (if applicable), and in transactions that are exempt from registration under the 1933 Act and any applicable state securities laws and in accordance with any applicable US federal or state laws or regulations governing the registration and conduct of securities brokers and dealers; (v) all US Offerees and US Purchasers shall be informed that the Securities have not been and will not be registered under the 1933 Act and the Securities are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings. Each US Offeree and each US Purchaser shall be provided with disclosure substantially as follows: “The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “1933 Act”) and are being offered and sold within the United States only to accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act). Prospective purchasers of the Securities are hereby notified that the seller of the Securities is relying upon the exemption from the provisions of Section 5 of the 1933 Act provided in Section 4(2) of the 1933 Act for non-public offerings. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.”; (vi) as a condition of the purchase of the Units, each US Purchaser will be required to execute and deliver to the Agent the US Accredited Investor Certificate to the foregoing effect, among other terms and conditions; (vii) neither the Agent, its affiliates or any person acting on its behalf (other than the Corporation, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the 1934 Act in connection with the offer and sale of the Securities; and (c) the Agent and its US Affiliate make the representations and warranties set out in Exhibit “1” – Agent’s Certificate.