Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Rule 467(a) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly based.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the 0000 Xxx) and, as of the Effective Date (as defined below), met the requirements for use of Form F-10 under the 1933 Act and was, as of the Effective Date, qualified to use a short form prospectus and the Shelf Procedures provided under Canadian Securities ActLaws; a Final Receipt has been obtained from the AMF in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities or the Common Shares generally has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement is in effect has been issued by the Commission and no proceedings for such that purpose have been instituted or are pending before or, to the Company’s knowledge, threatened are contemplated by the Commission Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the Receipt date of this Agreement, has been obtained from prepared by the Reviewing Authority in respect Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on June 11, 2012 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus. No order or action that would , including amendments thereto, if any, have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, delivered to the Company’s knowledgeUnderwriters, threatened by any other than the Canadian Qualifying Authority; Prospectus Supplement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian U.S. Prospectus Supplement, and any amendments or supplements thereto, which will be filed as required by applicable law; at the time of filing thereofClosing Date, there will each complybe no reports or information that, in all material respects accordance with the applicable requirements of Canadian Securities Laws; , must be filed or made publicly available in connection with the listing of the Offered Shares and the Warrant Shares on the TSX or on NASDAQ (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as of required by applicable law; there are no documents required to be filed with the date of AMF in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement, and any amendments Supplement or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (that have not been filed as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedrequired.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the 0000 Xxx) and, as of the Effective Date (as defined below), met the requirements for use of Form F-10 under the 1933 Act and was, as of the Effective Date, qualified to use a short form prospectus and the Shelf Procedures provided under Canadian Securities ActLaws; a Final Receipt has been obtained from the AMF in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities or the Common Shares generally has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement is in effect has been issued by the Commission and no proceedings for such that purpose have been instituted or are pending before or, to the Company’s knowledge, threatened are contemplated by the Commission Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the Receipt date of this Agreement, has been obtained from prepared by the Reviewing Authority in respect Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on March 17, 2014 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus. No order or action that would , including amendments thereto, if any, have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, delivered to the Company’s knowledgeUnderwriters, threatened by any other than the Canadian Qualifying Authority; Prospectus Supplement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian U.S. Prospectus Supplement, and any amendments or supplements thereto, which will be filed as required by applicable law; at the time of filing thereofClosing Date, there will each complybe no reports or information that, in all material respects accordance with the applicable requirements of Canadian Securities Laws; , must be filed or made publicly available in connection with the listing of the Offered Shares and the Warrant Shares on the TSX or on NASDAQ (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as of required by applicable law; there are no documents required to be filed with the date of AMF in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement, and any amendments Supplement or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (that have not been filed as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedrequired.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the Securities Act) and meets the requirements for use of Form F-10 under the Securities Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement is has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on May 1, 2019. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in effect all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the Agents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending before or, to the Company’s knowledge, are contemplated or threatened by the Commission Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and the Receipt has been obtained from the Reviewing Authority in respect completion of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities Placement Shares, will not distribute any offering material in connection with the offering or any other securities sale of the Company has been issued by any Canadian Qualifying Authorities Placement Shares other than the Registration Statement and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; U.S. Prospectus and any request made Issuer Free Writing Prospectus to which the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedAgents have consented.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the 0000 Xxx) and meets the requirements for use of Form F-10 under the 1933 Act and is qualified to use a short form prospectus and the Shelf Procedures provided under the Canadian Securities ActLaws; a Final Receipt has been obtained from the OSC in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement is in effect has been issued by the Commission and no proceedings for such that purpose have been instituted or are pending before or, to the Company’s knowledge, threatened are contemplated by the Commission Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the Receipt date of this Agreement, has been obtained from prepared by the Reviewing Authority in respect Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on July 15, 2011 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus. No order , including amendments thereof, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the Closing Time and any Date of Delivery, there will be no reports or action that would have information that, in accordance with the effect requirements of ceasing the Canadian Securities Laws, must be filed or suspending made publicly available in connection with the distribution listing of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Toronto Stock Exchange (“TSX”) or on the NYSE Amex (“NYSE AMEX”) (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement and U.S. Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, which will each comply, in all material respects be filed as required by applicable law; there are no documents required to be filed with the applicable requirements of OSC in connection with the Canadian Securities Laws; Base Prospectus, the Canadian Prospectus Supplement, as of the date of Supplement or the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, have not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (been filed as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedrequired.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the Securities Act) and meets the requirements for use of Form F-10 under the Securities Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement is has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on November 18, 2016 (the “Effective Date”). The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-102 and comply in effect all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agent and its counsel. The U.S. Prospectus and the Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSXV (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending before or, to the Company’s knowledge, are contemplated or threatened by the Commission Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and the Receipt has been obtained from the Reviewing Authority in respect completion of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities Placement Shares, will not distribute any offering material in connection with the offering or any other securities sale of the Company has been issued by any Canadian Qualifying Authorities Placement Shares other than the Registration Statement and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; U.S. Prospectus and any request made Issuer Free Writing Prospectus to which the Company on the part of any Canadian Qualifying Authorities for additional information Agent has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedconsented.

Registration Statement and Prospectuses. The Each of the Registration Statement and any amendment thereto has become been declared effective pursuant to Rule 467(a) under the Securities 1933 Act; no . No stop order suspending the effectiveness of the Registration Statement is in effect or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for such purpose any of those purposes have been instituted or are pending before or, to the Company’s 's knowledge, threatened by contemplated. The Company has complied with each request (if any) from the Commission and Canadian Regulators for additional information. No order preventing or suspending the Receipt has been obtained from the Reviewing Authority in respect use of the Canadian MJDS Base Prospectus. No order Prospectus or action that would have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company Preliminary Canadian MJDS Supplement has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to Regulators. Each of the Company’s knowledge, threatened by any Canadian Qualifying Authority; Registration Statement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of filing thereofthe 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will each be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Canadian MJDS Base Prospectus and the Preliminary Canadian MJDS Supplement comply, and the Final Canadian MJDS Supplement and any further amendments or supplements to the Canadian MJDS Base Prospectus and the Final Canadian MJDS Supplement will comply, in all material respects with to the applicable requirements of NI 71-101 and Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments . The documents incorporated or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required deemed to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectuses any preliminary prospectus and the assumptions underlying such information and statementsProspectus, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations"). The documents incorporated or deemed to be madeincorporated by reference in the Final Canadian MJDS Supplement, were complied and will comply in all material respects with the requirements of Canadian Securities Laws. The Company is a reporting issuer, or will the equivalent thereof, under the securities laws of each of the Canadian Jurisdictions ("Canadian Securities Laws"), is not in default of any requirement of Canadian Securities Laws, and the Company is not included on a list of defaulting reporting issuers maintained by any of the Canadian Regulators that maintain such lists. The Company is not the subject of a cease trade order, or management cease trade order, issued by the Canadian Regulators, or any of them, and the Company is, to the best of its knowledge, not aware of any such order being contemplated or threatened by the Canadian Regulators, or any of them. All disclosure and filings on the public record and fees required to be made on reasonable grounds after due and proper consideration paid by the Company and were or will be truly its subsidiaries pursuant to Canadian Securities Laws have been made and honestly held paid in all material respects, and fairly basedthe Company has not filed any confidential material change reports.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the Securities Act) and meets the requirements for use of Form F-10 under the Securities Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement is has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on December 23, 2022. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in effect all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the Agents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending before or, to the Company’s knowledge, are contemplated or threatened by the Commission Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and the Receipt has been obtained from the Reviewing Authority in respect completion of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities Placement Shares, will not distribute any offering material in connection with the offering or any other securities sale of the Company has been issued by any Canadian Qualifying Authorities Placement Shares other than the Registration Statement and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; U.S. Prospectus and any request made Issuer Free Writing Prospectus to which the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedAgents have consented.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the Securities Act) and meets the requirements for use of Form F-10 under the Securities Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement is has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on December 3, 2020. The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-101 and NI 44-102, as applicable, and comply in effect all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agents and their counsel. The U.S. Prospectus and the Canadian Prospectus will name each of the Agents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending before or, to the Company’s knowledge, are contemplated or threatened by the Commission Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and the Receipt has been obtained from the Reviewing Authority in respect completion of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities Placement Shares, will not distribute any offering material in connection with the offering or any other securities sale of the Company has been issued by any Canadian Qualifying Authorities Placement Shares other than the Registration Statement and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; U.S. Prospectus and any request made Issuer Free Writing Prospectus to which the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedAgents have consented.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a405) and meets the requirements for use of Form F-10 under the 1933 Act and is qualified to use a short form prospectus and the Shelf Procedures provided under the Canadian Securities ActLaws; a Final Receipt has been obtained from the OSC, as principal regulator, in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement is in effect has been issued by the Commission and no proceedings for such that purpose have been instituted or are pending before or, to the Company’s knowledge, threatened are contemplated by the Commission Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the Receipt date of this Agreement, has been obtained from prepared by the Reviewing Authority in respect Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on March 19, 2019 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus. No order , including amendments thereof, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the Closing Time and any Date of Delivery, there will be no reports or action that would have information that, in accordance with the effect requirements of ceasing the Canadian Securities Laws, must be filed or suspending made publicly available in connection with the distribution listing of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Toronto Stock Exchange (“TSX”) or on the New York Stock Exchange (“NYSE”) (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement and U.S. Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, which will each comply, in all material respects be filed as required by applicable law; there are no documents required to be filed with the applicable requirements of OSC in connection with the Canadian Securities Laws; Base Prospectus, the Canadian Prospectus Supplement, as of the date of Supplement or the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, have not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (been filed as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedrequired.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the Securities Act) and meets the requirements for use of Form F-10 under the Securities Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement is has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on April 21, 2023 (the “Effective Date”). The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-102 and comply in effect all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agent and its counsel. The U.S. Prospectus and the Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending before or, to the Company’s knowledge, are contemplated or threatened by the Commission Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and the Receipt has been obtained from the Reviewing Authority in respect completion of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities Placement Shares, will not distribute any offering material in connection with the offering or any other securities sale of the Company has been issued by any Canadian Qualifying Authorities Placement Shares other than the Registration Statement and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; U.S. Prospectus and any request made Issuer Free Writing Prospectus to which the Company on the part of any Canadian Qualifying Authorities for additional information Agent has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedconsented.

Registration Statement and Prospectuses. The Registration Statement Company has become effective pursuant to Rule 467(aprepared and filed with the securities regulatory authorities (the “Canadian Qualifying Authorities”) under the Securities Act; no stop order suspending the effectiveness in each of the Registration Statement is in effect provinces and no proceedings for such purpose are pending before orterritories of Canada (collectively, to the Company’s knowledge“Canadian Qualifying Jurisdictions”) a final short form base shelf prospectus dated December 3, threatened by the Commission and the Receipt has been obtained from the Reviewing Authority 2021, in respect of an aggregate of up to CD$150,000,000 in certain securities of the Company, including Shares (collectively, the “Shelf Securities”) in each case in accordance with the applicable securities laws of each of the Canadian Qualifying Jurisdictions and the respective applicable rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the Canadian Qualifying Authorities in each of the Canadian Qualifying Jurisdictions (collectively, “Canadian Securities Laws”). The Ontario Securities Commission (the “Reviewing Authority”) is the principal regulator of the Company under the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions in respect of the offering of the Shelf Securities. The Reviewing Authority has issued a receipt evidencing that a receipt has been issued (a “Receipt”) on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. No order or action that would have The term “Canadian Base Prospectus” means the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before orfinal short form base shelf prospectus dated December 3, 2021 relating to the Company’s knowledgeShelf Securities, threatened including any documents incorporated by any reference therein and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements theretoSecurities Laws (as defined below), at the time of filing thereofthe Reviewing Authority issued the Receipt with respect thereto in accordance with Canadian Securities Laws, will each complyincluding National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) and NI 44-102 (NI 44-101 and NI 44-102 are collectively referred to herein as, in all material respects the “Canadian Shelf Procedures”). As used herein, “Canadian Prospectus Supplement” means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Placement Shares, to be filed by the Company with the applicable requirements of Reviewing Authority in accordance with Canadian Securities Laws; and “Canadian Prospectus” means the Canadian Prospectus Supplement, as Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the date of Reviewing Authority in accordance with Canadian Securities Laws) together with the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedBase Prospectus.

Registration Statement and Prospectuses. The Each of the Registration Statement and any amendment thereto has become been declared effective pursuant to Rule 467(a) under the Securities 1933 Act; no . No stop order suspending the effectiveness of the Registration Statement is in effect or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for such purpose any of those purposes have been instituted or are pending before or, to the Company’s knowledge, threatened by contemplated. The Company has complied with each request (if any) from the Commission and Canadian Regulators for additional information. No order preventing or suspending the Receipt has been obtained from the Reviewing Authority in respect use of the Canadian MJDS Base Prospectus. No order Prospectus or action that would have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company Preliminary Canadian MJDS Supplement has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to Regulators. Each of the Company’s knowledge, threatened by any Canadian Qualifying Authority; Registration Statement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of filing thereofthe 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will each be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Canadian MJDS Base Prospectus and the Preliminary Canadian MJDS Supplement comply, and the Final Canadian MJDS Supplement and any further amendments or supplements to the Canadian MJDS Base Prospectus and the Final Canadian MJDS Supplement will comply, in all material respects with to the applicable requirements of NI 71-101 and Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments . The documents incorporated or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required deemed to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectuses any preliminary prospectus and the assumptions underlying such information and statementsProspectus, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The documents incorporated or deemed to be madeincorporated by reference in the Final Canadian MJDS Supplement, were complied and will comply in all material respects with the requirements of Canadian Securities Laws. The Company is a reporting issuer, or will the equivalent thereof, under the securities laws of each of the Canadian Jurisdictions (“Canadian Securities Laws”), is not in default of any requirement of Canadian Securities Laws, and the Company is not included on a list of defaulting reporting issuers maintained by any of the Canadian Regulators that maintain such lists. The Company is not the subject of a cease trade order, or management cease trade order, issued by the Canadian Regulators, or any of them, and the Company is, to the best of its knowledge, not aware of any such order being contemplated or threatened by the Canadian Regulators, or any of them. All disclosure and filings on the public record and fees required to be made on reasonable grounds after due and proper consideration paid by the Company and were or will be truly its subsidiaries pursuant to Canadian Securities Laws have been made and honestly held paid in all material respects, and fairly basedthe Company has not filed any confidential material change reports.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the 1933 Act) and, as of the Effective Date (as defined below), met the requirements for use of Form F-10 under the 1933 Act and was, as of the Effective Date, qualified to use a short form prospectus and the Shelf Procedures provided under Canadian Securities ActLaws; a Final Receipt has been obtained from the AMF in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities or the Common Shares generally has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement is in effect has been issued by the Commission and no proceedings for such that purpose have been instituted or are pending before or, to the Company’s knowledge, threatened are contemplated by the Commission Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the Receipt date of this Agreement, has been obtained from prepared by the Reviewing Authority in respect Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on June 11, 2012 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus. No order or action that would , including amendments thereto, if any, have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, delivered to the Company’s knowledgeUnderwriter, threatened by any other than the Canadian Qualifying Authority; Prospectus Supplement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian U.S. Prospectus Supplement, and any amendments or supplements thereto, which will be filed as required by applicable law; at the time of filing thereofClosing Time, there will each complybe no reports or information that, in all material respects accordance with the applicable requirements of the Canadian Securities Laws; , must be filed or made publicly available in connection with the listing of the Offered Shares and the Warrant Shares on the Toronto Stock Exchange (“TSX”) or on The NASDAQ Global Market (“NASDAQ”) (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as of required by applicable law; there are no documents required to be filed with the date of AMF in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement, and any amendments Supplement or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (that have not been filed as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedrequired.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the 0000 Xxx) and, as of the Effective Date (as defined below), met the requirements for use of Form F-10 under the 1933 Act and was, as of the Effective Date, qualified to use a short form prospectus and the Shelf Procedures provided under Canadian Securities ActLaws; a Final Receipt has been obtained from the AMF in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the trading or distribution of the Securities or the Common Shares generally has been issued by any Canadian Commission and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Commission or any court; no stop order suspending the effectiveness of the Registration Statement is in effect has been issued by the Commission and no proceedings for such that purpose have been instituted or are pending before or, to the Company’s knowledge, threatened are contemplated by the Commission Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the Receipt date of this Agreement, has been obtained from prepared by the Reviewing Authority in respect Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on March 17, 2014 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus. No order or action that would , including amendments thereto, if any, have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, delivered to the Company’s knowledgeUnderwriters, threatened by any other than the Canadian Qualifying Authority; Prospectus Supplement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian U.S. Prospectus Supplement, and any amendments or supplements thereto, which will be filed as required by applicable law; at the time of filing thereofClosing Date and each Option Closing Date, there will each complybe no reports or information that, in all material respects accordance with the applicable requirements of Canadian Securities Laws; , must be filed or made publicly available in connection with the listing of the Offered Shares and the Offered Warrant Shares on the TSX or on NASDAQ (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as of required by applicable law; there are no documents required to be filed with the date of AMF in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement, and any amendments Supplement or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (that have not been filed as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedrequired.

Registration Statement and Prospectuses. The Each of the Registration Statement and any amendment thereto has become effective pursuant to Rule 467(a) under the Securities 1933 Act; no . No stop order suspending the effectiveness of the Registration Statement is in effect or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for such purpose any of those purposes have been instituted or are pending before or, to the Company’s knowledge, threatened by the Commission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian Qualifying Authorities and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; Securities Regulator, the Toronto Stock Exchange or otherwise. The Company has complied with each request (if any) from the Commission and the Reviewing Authority for additional information. Each of the Registration Statement and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of filing thereofthe 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each of the Preliminary PREP Prospectus and the Final Base PREP Prospectus, at the time each was filed, complied, and the Final PREP Prospectus, when filed, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as NI 44-101 and NI 44-103 for a filing made pursuant to Section 4.3 of the date of the Canadian Prospectus Supplement, and any amendments Companion Policy 71-101CP. The documents incorporated or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required deemed to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectuses any preliminary prospectus and the assumptions underlying such information and statementsProspectus, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or hereafter are filed with the Canadian Securities Regulators, complied and will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedcomply in all material respects with the requirements of the Canadian Securities Laws.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Company is a “foreign private issuer” (as defined in Rule 467(a) 405 under the Securities Act) and meets the requirements for use of Form F-10 under the Securities Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has been issued by any Canadian Securities Regulator, the Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the Company’s knowledge, are contemplated by any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement is has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and has been filed with the Commission; pursuant to Rule 467(b) under the Securities Act, the Registration Statement became effective on April 10, 2014 (the “Effective Date”). The Registration Statement and the Prospectuses and the offer and sale of Placement Shares as contemplated hereby meet the requirements of NI 44-102 and comply in effect all material respects with the provisions thereof and other applicable Canadian Securities Laws. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as applicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agent and its counsel. The U.S. Prospectus and the Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (as defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending before or, to the Company’s knowledge, are contemplated or threatened by the Commission Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and the Receipt has been obtained from the Reviewing Authority in respect completion of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities Placement Shares, will not distribute any offering material in connection with the offering or any other securities sale of the Company has been issued by any Canadian Qualifying Authorities Placement Shares other than the Registration Statement and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; U.S. Prospectus and any request made Issuer Free Writing Prospectus to which the Company on the part of any Canadian Qualifying Authorities for additional information Agent has been complied with in all material respects. The Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus Supplement, as of the date of the Canadian Prospectus Supplement, and any amendments or supplements thereto, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Prospectus Supplement, and any amendments or supplements thereto, at the time of filing thereof, will each constitute, full, true and plain disclosure of all material facts relating to the Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the Disclosure Package or the Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly basedconsented.

Registration Statement and Prospectuses. The Registration Statement has become effective pursuant to Rule 467(a467(b) under the Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order or action that would have the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian securities regulatory authority in any of the Canadian Qualifying Authorities Jurisdictions (collectively, the “Canadian Qualifying Authorities”) and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with in all material respects. The Canadian Preliminary Prospectus, at the time of filing thereof, complied, and the Canadian Warrant Prospectus Supplementand the Canadian Final Prospectus, and any amendments or supplements thereto, at the time of filing thereof, will each comply, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Preliminary Prospectus, at the time of filing thereof, did not, and the Canadian Warrant Prospectus Supplementand the Canadian Final Prospectus, as of the date of the Canadian Warrant Prospectus Supplementand Final Prospectus, and any amendments or supplements theretothereto and at the Closing Time, each will not, include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Preliminary Prospectus, at the time of filing thereof, constituted, and the Canadian Warrant Prospectus Supplementand the Canadian Final Prospectus, and any amendments or supplements thereto, at the time of filing thereofthereof and at the Closing Time, will each constitute, full, true and plain disclosure of all material facts relating to the SharesSecurities. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and statements of the Company contained in the Registration Statement, the General Disclosure Package or the Final Prospectuses and the assumptions underlying such information and statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of opinion, intention and expectation, as at the time they were or will be made, were or will be made on reasonable grounds after due and proper consideration and were or will be truly and honestly held and fairly based.