Common use of Representations and Warranties of the Corporation Clause in Contracts

Representations and Warranties of the Corporation. The Corporation represents, warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, warrants and covenants to that, as of the Agentsdate given above and unless specifically given as at a particular date, and acknowledges that at the Agents are relying upon such representations, warranties and covenants, that: Closing: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) a valid and is up-to-date in respect of all material corporate filings subsisting company and is in good standing under such Actthe laws of the Province of British Columbia; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, is duly registered and licensed to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its carry on business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its or owns property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice where required under the laws of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; jurisdiction; (ec) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawsfinancial statements, all consentsinformation circulars, approvalspress releases, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance material change reports and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly documents filed by or on behalf of the Corporation) that have been made to Corporation within the Corporation or, to past 12 months with the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution Stock Exchange and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions ofCommissions (the “Disclosure Record”) were, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions except as may be disclosed in the Qualifying Jurisdictions Disclosure Record, true and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is correct in all material respects and did not contain any misrepresentation (as defined in compliance with the rules and regulations Securities Act (British Columbia)) as at the respective dates of such filings; (d) except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the TSXV; business and assets or the interests in the properties, business or assets referred to in the Disclosure Record; (we) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included contained in the SEC Reports comply in all material respects Disclosure Record and filed with applicable accounting requirements and the rules and regulations any of the Commission with respect thereto as in effect at the time of filing. Such financial statements Commissions have all been prepared in accordance with U.S. Canadian generally accepted accounting principles applied on a consistent basis during applicable to public entities, accurately reflect the periods involved financial position and all known material liabilities (“GAAP”)accrued, except as may be otherwise specified in such financial statements absolute, contingent or otherwise) of the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present Corporation in all material respects as of the date thereof, and no adverse material changes in the financial position of the Corporation as of and for have taken place since the dates date thereof and the results of operations and cash flows for the periods then ended, subject, other than has been subsequently disclosed in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; Disclosure Record; (xf) neither the Corporation norhas complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use the Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsOffered Shares; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered SharesDebentures, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiariessubsidiaries with the exception of Tribute Pharmaceuticals International Inc.; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation OptionsDebentures; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawsApplicable Securities Laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and Agreement, the Compensation Option Certificates, Debenture Documentation and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered SharesDebentures, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement and the Debenture Documentation has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities lawsApplicable Securities Laws, the execution and delivery of this Agency Agreement and the Compensation Option CertificatesDebenture Documentation, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered SharesDebentures, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares Debentures have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered SharesDebentures, will be validly issued as fully paid and non-assessable Common Sharesissued; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common SharesShares and an unlimited number of preference shares, of which, as of May 20June 15, 2015, 100,675,988 119,541,156 Common Shares and no preference shares were outstanding as fully paid and non-assessable Common Shares; (mk) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (nl) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares Debentures or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (om) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (pn) since December 31, 20132014, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (qo) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (rp) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (sq) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (tr) the execution and delivery of this Agency Agreement and the Compensation Option CertificatesDebenture Documentation, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered SharesDebentures, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (us) except as disclosed in the Public Record, to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (vt) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (wu) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (xv) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (yw) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (zx) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aay) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bbz) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (ccaa) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations Obligations) with the Corporation’s Auditors; (ddbb) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (eecc) neither the Corporation or to ththe knowledge of the Corporation any other person, is in default in the observance or performance of any term, covenant or obligation to be performed by the Corporation or such other person under any Debt Instrument, Material Agreement, agreement, or arrangement to which the Corporation is a party or otherwise bound which could reasonably be expected to have a Material Adverse Effec

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to the Agents, Underwriter and acknowledges that the Agents are Underwriter is relying upon such representations, representations and warranties and covenants, in purchasing the Units that: (a) each of the Corporation (i) and its Subsidiaries is a corporation duly incorporated, continued or amalgamated and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, power and authority and capacity is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted to own, lease and or operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate powerno steps or proceedings have been taken by any person, authority and capacity to createvoluntary or otherwise, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderrequiring or authorizing its dissolution or winding up; (b) the Subsidiaries are the only subsidiaries of the Corporation. The Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge beneficially own or exercise control or direction over 10% or more of the Corporationoutstanding voting shares of any company that holds any assets or conducts any operations other than the Subsidiaries and the Corporation beneficially owns, are pending for directly or indirectly, the dissolution or liquidation percentage indicated on Schedule “B” hereto of the Corporation; (d) issued and outstanding shares in the Corporation has conducted its business in compliancecapital of the Subsidiaries which are free and clear of all mortgages, in all material respectsliens, with all applicable lawscharges, rules and regulations (including all applicable federalpledges, nationalsecurity interests, provincialencumbrances, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements claims or demands of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawskind whatsoever, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, such shares have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be are validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were are outstanding as fully paid and non-non- assessable Common Shares; (m) shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading interest in any securities of such shares or for the Corporation issue or prohibiting allotment of any unissued shares in the sale of the Offered Shares or the trading capital of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease Subsidiaries or any other material agreement to which the Corporation is a party security convertible into or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed exchangeable for any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsshares; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent, and acknowledges that the Agents are Agent is relying upon such representations, warranties representations and covenantswarranties, that: (a) the Corporation (i) and each of its Subsidiaries has been duly incorporated and is duly amalgamated valid and subsisting under the Business Corporations Act (Ontario) (the “Act”) laws of its jurisdiction of incorporation and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity power to carry on its business business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its properties assets and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderproperties; (b) the Corporation does not have any and each of its Subsidiaries is qualified to carry on business and is validly existing under the laws of each jurisdiction in which it carries on a material subsidiariesportion of its business; (c) other than 2WG Media, Inc. and Red Mile Entertainment, Pty, the Corporation has no proceedings have been taken, instituted or, to Subsidiaries and the knowledge Corporation is not affiliated with nor is it a holding corporation of the Corporation, are pending for the dissolution or liquidation of the Corporationany other body corporate; (d) the Corporation owns all of the outstanding securities of 2WG Media, Inc. and Red Mile Entertainment, Pty, and Red Mile Entertainment, Pty does not carry on any active business; (e) the Corporation and each of its Subsidiaries has conducted and is conducting its business in compliance, compliance in all material respects, respects with all applicable laws, rules and regulations (including and, in particular, all applicable federal, national, provincial, municipal, licensing and local environmental anti-pollution and licensing lawslegislation, regulations and or by-laws or other lawful requirements of any governmental or regulatory body, of bodies applicable to it in each jurisdiction in which it carries on business, and the Corporation and each of its business is carried on Subsidiaries holds all material licences, registrations and is licensed, registered or qualified qualifications in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business which are necessary or desirable to be carried carry on the business as now conducted and its property and assets as presently proposed to be ownedconducted, leased and operated and all such licenceslicenses, registrations and or qualifications are valid, subsisting valid and existing and in good standing and it none of such licenses, registrations or qualifications contains any burdensome term, provision, condition or limitation which has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected is likely to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to any material adverse effect on the Closing Time by business of the Corporation so and its Subsidiaries (taken as a whole) as now conducted or as proposed to validly issue and sell the Offered Shares and to issue the Compensation Optionsbe conducted; (f) except for the approval Corporation has full corporate power and authority to enter into this Agreement , the Indenture and the Subscription Agreements and to perform its obligations set out herein and therein (including, without limitation, to cause the issuance of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement Convertible Debentures and the Compensation Option CertificatesUnderlying Securities), and this Agreement has been, and the performance of Subscription Agreements and the transactions contemplated hereby and therebyIndenture will on the Closing Date be, including the issuance and sale of the Offered Sharesduly authorized, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a this Agreement is, and the Subscription Agreements and the Indenture will on the Closing Date be, legal, valid and binding obligation obligations of the Corporation, enforceable against the Corporation in accordance with its termstheir respective terms subject to applicable bankruptcy, provided that enforcement thereof may be limited by insolvency, moratorium, reorganization and other laws and equitable principles affecting creditors’ ' rights generally, the statutory and equitable powers of the courts in Canada and the United States to stay proceedings before them and the execution of judgments and the fact that specific performance and other injunctive relief are equitable remedies which may only be granted in the discretion of ordered by a court of competent jurisdictionin its discretion and, accordingly, may not be available as a remedy in an action to enforce a covenant and subject to the fact that the provisions thereof relating rights to indemnity, contribution and waiver of contribution set forth herein may be unenforceable under limited by applicable law and that enforceability is subject to laws or the provisions of the Limitations Act, 2002 (Ontario)public policy underlying such laws; (hg) except the Underlying Securities have been reserved and allotted for any post-closing notice filings required under applicable United States federal or state securities laws, issuance and when issued upon the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment conversion of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, Convertible Debentures will be validly issued as issued, fully paid and non-assessable Common Shares; (jh) the Compensation Options have been, or prior to definitive forms of certificates representing the Closing Time will be duly Convertible Debentures and validly authorized the Common Shares are in due and createdproper form under the laws governing the Corporation; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (li) the authorized capital of the Corporation consists solely of an unlimited number of 100,000,000 Common Shares, Shares and 15,000,000 Preferred Shares of which, as at the Closing Date (prior to the issuance of May 20Shares on the Closing Date), 201525,436,506 Common Shares, 100,675,988 Common No Series A Preferred Shares, 2,536,000 Series B Preferred Shares were outstanding as and 1,298,860 Series C Preferred Shares are issued and outstanding, which shares are validly issued, fully paid and non-assessable Common Sharesassessable; (mj) neither the Corporation nor its Subsidiaries is not aware a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation or its Subsidiaries and applicable laws, indemnities in favour of the Agent pursuant to this Agreement, indemnities in favour of purchasers of assets in purchase and sale agreements and indemnities and guarantees in favour of the bankers of the Corporation) or any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect other like commitment of the business, affairs, operations, assetsobligations, liabilities (contingent or otherwise) of indebtedness of any other person; (k) other than this Agreement, the Subscription Agreements, the Indenture and the agreements set forth in Schedule 6(k) hereto, there are no material contracts or prospects of agreements which have or which might have or create any material obligation to the Corporation or from which they derive or could derive any material benefit or which are required by the Corporation to carry on its business as now conducted by it or as is now proposed to be carried on by it. For the purposes of this representation and warranty, contracts shall be deemed to give rise to a consolidated basismaterial obligation where such contract provides for expenditures by the Corporation for an aggregate of more than $100,000 during any 12 month period; (l) other than accrued and unpaid bonuses in the amount of US$165,999, the Corporation has no loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm's length with the Corporation; (m) except for transactions contemplated herein and except as otherwise disclosed in writing to the Agent prior to the date hereof, the Corporation has not entered into any transaction which is or may reasonably be expected to be material to the Corporation and which is not in the ordinary course of business; (n) no order ceasing the Corporation is not in default or suspending trading in any securities breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement and the Subscription Agreements by the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued transactions contemplated hereby or thereby, does not and no proceedings for such purpose are threatened orwill not result in any breach of, to or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the best articles, by-laws or resolutions of shareholders or directors of the Corporation’s knowledge, pendingor any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation, or its assets; (o) except as disclosed to the AgentsAgent has been provided with true and correct copies of the constating documents of the Corporation and minutes of all meetings and all the resolutions of the directors, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature shareholders and committees of the Corporation; (p) since December 31there has not been any material adverse change in the consolidated capital, 2013assets, except liabilities (absolute, accrued, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements (other than as has been disclosed in writing to the Public Record:Agent prior to the date hereof or as set out herein); (iq) the books of account and other records of the Corporation, whether of a financial or accounting nature or otherwise, have been maintained in all material respects in accordance with prudent business practices; (r) there has not been any material adverse change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since the date of the Financial Statements and since that date there have been no material facts, transactions, events or occurrences which, to the knowledge of the Corporation could materially adversely affect the consolidated capital, assets, liabilities, obligations liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation on a consolidated basis; (ii) there has which have not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in writing to the Public Record which could reasonably be expected Agent prior to have a Material Adverse Effectthe date hereof; (s) except as disclosed the Financial Statements fairly present, in all material respects and in accordance with generally accepted accounting principles in the Public Record (United States consistently applied, the financial position and certain other matters disclosed in writing to the Agents that condition of the Corporation believes are without merit and/or would not have a Material Adverse Effect)as at the dates thereof and reflect all liabilities (absolute, there are no threats of actionsaccrued, proceedings contingent or investigations (whether or not purportedly by or on behalf otherwise) of the CorporationCorporation as at the dates thereof; (t) that have been made to the Corporation or, to the knowledge of the Corporation, that after due inquiry, there have not occurred any material spills, emissions or pollution on any property of the Corporation or for which the Corporation may be responsible, nor is the Corporation the subject of any outstanding stop orders, control orders, clean-up orders or reclamation orders under applicable environmental laws and regulations; (u) to the best of the knowledge of the Corporation, no other party is in default in the observance or performance of any term or obligation to be performed by it under any contract to which the Corporation is a party or by which they are bound which is material to the business of the Corporation, no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation; (v) there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject; (w) the information and statements set forth in the Documents as at the date hereof, as they relate to the Corporation, are true, correct, and complete and did not contain any misrepresentation as of the respective dates of such information or statements, and, except as has been disclosed to the Agent, no material change (as defined in Applicable Securities Laws of the Alberta) has occurred in relation to such information and statements since the respective dates of such information and statements; (x) other than the securities issued or to be issued pursuant to the Offering, no person, firm, corporation or other entity holds any securities convertible or exchangeable into shares of the Corporation or now has any agreement, warrant, option, right or privilege (whether contractual or pre-emptive) being or capable of becoming an agreement, warrant, option or right for the purchase or other acquisition of any unissued share, securities (including convertible securities) or warrants of the Corporation except for warrants and options to purchase an aggregate of not more than 14,753,122 Common Shares and except for 3,834,860 Common Shares issuable on the conversion of Series B Preferred Shares and Series C Preferred Shares; (y) the Corporation has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and re-assessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation and, to the best of the Corporation's knowledge, information and belief, after due inquiry, there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority; (z) except as disclosed in the Financial Statements (i) the Corporation has no outstanding liabilities in excess of $10,000 other than those set forth in Schedule 6(z), and (ii) there are no actions, suits, proceedings or inquiries in existence or, to the Corporation's knowledge, after due inquiry, pending or threatened against or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board board, bureau, agency or agencyinstrumentality which in any way materially adversely affects, domestic or foreign, which could reasonably be expected in any way to have a Material Adverse Effectmaterially adversely affect, the business, operations, capital or condition (financial or otherwise) of the Corporation, or any of its assets or which affects or may affect the distribution of the Convertible Debentures or Underlying Securities and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success; (taa) other than the execution and delivery of Agent, there is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder's fee or other fee or commission in connection with the Offering, this Agency Agreement and the Compensation Option Certificates, and the fulfilment or any of the terms hereof and thereof by transactions contemplated hereby; (bb) no Securities Commission or any other securities commission or similar regulatory authority has issued any order which is currently outstanding ceasing, halting, suspending or preventing other trading in any securities of the Corporation, including no such proceeding is, to the issuance and sale knowledge of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including pending, contemplated or threatened, the Corporation is not in default of any requirement of Applicable Securities Laws; Laws and the Corporation is entitled to avail itself of the applicable prospectus exemptions available under the Applicable Securities Laws in respect of the trades in its securities to Subscribers as contemplated by this Agreement; (Bcc) the constating documentsCorporation is not a “reporting issuer” in Canada and no securities of the Corporation are listed on any stock exchange; (dd) the Debenture Trustee, by-laws or resolutions at its principal offices in the City of Calgary, has been appointed Debenture Trustee for the Convertible Debentures; (ee) to the knowledge of the Corporation; (C) , other than has been disclosed to the terms Agent, no insider of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) has any judgment, decree or order binding the Corporation or the respective property or assets present intention to sell any securities of the Corporation; (uff) except as have been provided to the Agent as at the date hereof, the Corporation is not a party to any contracts of employment which may not be terminated on one month's notice or which provide for payments occurring on a change of control of the Corporation; (gg) other than leases of the Corporation with respect to its office premises, the Corporation does not own or lease nor has it agreed to acquire or lease, any interest in real property; (hh) to the knowledge of the Corporation, no agreement officer, director or securityholder of the Corporation is in force subject to any limitations or effect which restrictions on their activities or investments, including any non-competition provisions, that would in any manner affects way restrict or limit their involvement with the voting Corporation or control of any of the securities business and affairs of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aaii) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws which the Corporation has received or is entitled to receive government incentives, have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements made in accordance, in all material respects, with all applicable legislation and contain no misrepresentations of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of or omit to state any material fact which could cause any amount previously paid to the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thpreviously accru

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to for the Agents, and acknowledges that benefit of the Agents are relying upon such representations, warranties and covenants, thatSubscribers as follows: (a) the Corporation is (iand will be at the Closing Time) is duly amalgamated under a reporting issuer in the Business Corporations Act (Provinces of Ontario) (the “Act”) , Alberta and is up-to-date in respect of all material corporate filings British Columbia, and is in good standing compliance with all material obligations under Applicable Securities Laws of such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderjurisdictions; (b) the Corporation does not have any material subsidiarieshas been duly incorporated and organized and is validly subsisting under the laws of the Province of Ontario and has all requisite corporate power and authority to own its assets and to carry on its business as currently conducted; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted is conducting its business in compliance, in all material respects, compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably will at the Closing Time be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing, except in respect of matters which do not and will not result in any adverse material change in respect of the Corporation, and except for the failure to be so qualified or the absence of any such license, registration or qualification which does not and will not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis; (ed) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) duly authorize the execution and delivery of this Agency Agreement subscription agreement and such other agreements and instruments and the Compensation Option Certificates, and the performance consummation of the transactions contemplated hereby thereby and therebyso as to validly create, including issue and deliver the Debentures and Warrants subscribed thereby and to validly create and irrevocably allot for issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario)Underlying Securities; (he) except for the Corporation is neither in default or in breach in any post-closing notice filings required under applicable United States federal or state securities lawsmaterial respect of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof subscription agreement by the Corporation, including the issuance performance and compliance with the terms of this subscription agreement, the issue and sale of the Offered SharesDebentures and Warrants, do not and the issue of the Underlying Securities will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading result in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance breach of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed be in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether or create a state of facts which, after notice or lapse of time time, or both, (A) would constitute a default either directly or indirectly under any statute, rule term or regulation applicable to the Corporation, including Applicable Securities Laws; (B) provision of the constating documents, by-laws or resolutions of the Corporation; (C) the terms of Corporation or any Debt Instrument, Material Agreement, material mortgage, note, indenture, contract, agreement, instrument, lease or any other material agreement document to which the Corporation it is a party or by which they are it is bound; ; (f) the Common Shares issuable upon exercise of the conversion rights under its Debentures, if and when issued in accordance with the Debentures, as applicable, and the Common Shares issuable upon exercise of the Warrants, if and when issued in accordance with the Warrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable; (g) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in connection with the execution and delivery or with the performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX; (Dh) any judgmentto the best of the Corporation’s knowledge, decree or order binding information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination; (i) there has been no adverse material change in relation to the Corporation since March 23, 2007, and no adverse material fact exists in relation to the Corporation or the respective property its securities which, in either case, has not been generally disclosed or assets of disclosed in the Corporation’s Information Record; (uj) this subscription agreement and all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to the knowledge Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the CorporationCorporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, no agreement is insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in force or effect which in any manner affects the voting or control respect of any rights of the securities indemnity, contribution and waiver of the Corporation;contribution); and (vk) the Corporation is not included in a list intends that the net proceeds of defaulting reporting issuers maintained by the Securities Commissions Offering will be used substantially in the Qualifying Jurisdictions manner specified in Schedule “B” hereto. (l) Forthwith after the Closing, the Corporation shall file such forms and in particulardocuments as may be required under the Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on shall include a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with Form 45-501F1 as prescribed by the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money LaunderingOntario) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced a Form 45-106F1 as prescribed by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th45-106.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties representations and covenantswarranties, that: (a) since January 1, 2025, the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings has been and is in good standing compliance with its timely disclosure obligations under such ActCanadian Securities Laws and the rules and regulations of the TSXV; (ii) no confidential material change report has been filed by the Corporation under Canadian Securities Laws that remains confidential at the date of this Agreement; the Corporation has not completed a “significant acquisition”, which would require the Corporation to file a business acquisition report under Canadian Securities Laws; all requisite corporate power, authority of the material contracts and capacity to carry on agreements of the Corporation and its business as now conducted and to own, lease and operate its properties and assets (including as described subsidiary not made in the Public Disclosure); and (iii) has all requisite corporate powerordinary course of business, authority and capacity to createif required under the Canadian Securities Laws, issue and sell have been filed with the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderCanadian Securities Commissions; (b) other than as disclosed in the Corporation does not have any material subsidiaries; (c) no proceedings have been takenPublic Record, instituted or, to since the knowledge date of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; most recent audited balance sheet (i) the Offered Shares have beenthere has been no material change (actual, anticipated, contemplated or prior to the Closing Time will bethreatened, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (jfinancial or otherwise) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects capital of the Corporation and its subsidiary, taken as a whole, (ii) there have been no transactions entered into by the Corporation or its subsidiary which are material with respect to the Corporation and its subsidiary, taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on a consolidated basisany class of its shares; (nc) the Corporation and its subsidiary have been duly incorporated and organized and are validly subsisting under the laws of their respective jurisdictions of incorporation and are properly registered or licensed to carry on business under the laws of all jurisdictions in which their respective businesses are carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect; (d) the Corporation has the requisite corporate power, authority and capacity to enter into the Material Agreements and to perform its obligations under the Material Agreements and the Corporation has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on; (e) the Corporation has an authorized share capital consisting of 1,500,000,000 Common Shares with a par value of US$0.000001 per Common Share and 10,000,000 shares of preferred stock with a par value of US$0.000001 per share of preferred stock, of which 359,438,769 Common Shares and no order ceasing or suspending trading in any securities shares of preferred stock are issued and outstanding as of the date immediately prior to the date of this Agreement. After the filing of amended and restated articles of incorporation of the Corporation or prohibiting a certificate of amendment to the sale articles of incorporation of the Offered Shares or Corporation with the trading Secretary of any State of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened orState of Nevada on or around the Closing Date, to it is anticipated that the best authorized share capital of the Corporation’s knowledge, pending; (o) except Corporation will consist of 2,500,0000 Common Shares with a par value of US$0.000001 per Common Share and 10,000,000 shares of preferred stock with a par value of US$0.000001 per share of preferred stock. Other than as disclosed to in the AgentsPublic Record or in connection with the Teck Investor Rights Agreement, the Sprott Investor Rights Agreement and the Gemstone Investor Rights Agreement, no person now person, firm or corporation has any agreement or option option, or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, subscription or issuance of, or conversion into, purchase from the Corporation of any unissued shares, securities, warrants or convertible obligations of any nature shares of the Corporation; (p) since December 31, 2013other than stock options, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital restricted stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business units and deferred share units issued in the ordinary course; (qf) all of the Financial Statements issued and outstanding securities of the Corporation present fairlyhave been duly and validly authorized and issued and are fully paid and non-assessable shares of the Corporation, in all material respects, and none of the financial condition outstanding securities of the Corporation on a consolidated basis for were issued in violation of the periods then endedpre-emptive or similar rights of any securityholder of the Corporation; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (sg) except as disclosed in the Public Record (and certain other matters disclosed in writing to or Schedule 5(g) of the Agents that Disclosure Letter the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats is the beneficial owner and holder of actions, proceedings or investigations (whether or not purportedly by or on behalf record of all of the Corporation) that have been made issued and outstanding shares in the capital of its subsidiary, with good and valid title to the Corporation orall such shares, to the knowledge free and clear of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effectall Liens and encumbrances; (th) the Corporation has full corporate power and authority to issue the Offered Securities; (i) the Offered Securities at the Closing Time, and the Warrant Shares issuable upon the exercise of the Warrants in accordance with their terms at the time of issue of the Warrant Shares, shall be duly authorized and upon receipt of payment, validly issued, and with respect to the Unit Shares and Warrant Shares, shall be fully paid and non-assessable Common Shares and the provisions of the Unit Shares and Warrant Shares conform in all material respects with their descriptions in this Agreement and the Subscription Agreements; (j) the Unit Shares and Warrant Shares are conditionally listed for trading on the TSXV, subject to the satisfaction of customary conditions required by the TSXV; (k) at all times prior to the expiry of the Warrants, a sufficient number of Warrant Shares shall be allocated and reserved for issuance upon due exercise of the Warrants in accordance with their terms; (l) the Corporation is not in default or breach of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificatesof, and the fulfilment performance of and compliance with the terms of, the Material Agreements and the performance of any of the terms hereof and thereof transactions contemplated by the Material Agreements by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a any breach or violation of any of the terms or provisions of, or constitute a default under, whether and do not and will not create a state of facts which, after notice or lapse of time or both, (A) will result in a breach of or constitute a default under any statute, rule applicable laws or regulation applicable to any term or provision of the Corporation, including Applicable Securities Laws; (B) the constating documentsarticles, by-laws or resolutions of the directors or stockholders of the Corporation; (C) the terms of , or any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or any other material agreement document to which the Corporation is a party or by which they are it is bound; , or (D) any judgment, decree decree, order, statute, rule or order binding the Corporation or the respective property or assets of regulation applicable to the Corporation; (um) to the knowledge Material Agreements and the performance of the Corporation’s obligations under the Material Agreements have been duly authorized by all necessary corporate action and the Material Agreements have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, no agreement is enforceable against the Corporation in force accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium or effect which in any manner affects similar laws affecting the voting or control rights of any creditors generally and, with respect to this Agreement, by the application of equitable principles when equitable remedies are sought and subject to the securities fact that rights of the Corporationindemnity and contribution may be limited by applicable law; (vn) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of, or with the performance by the Corporation of, its obligations under the Material Agreements, except as required by Applicable Securities Laws with regard to the distribution of the Offered Securities in the Selling Jurisdictions, including the filing of a material change report with the Canadian Securities Commissions, the filing of a report of exempt distribution with the Canadian Securities Commissions, the filing of a Current Report on Form 8-K, and such other filings as are required to be made under applicable provincial or state securities laws; (o) the Corporation is not included in aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXVMaterial Adverse Effect; (wp) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Financial Statements have been prepared in accordance conformity with U.S. generally accepted accounting principles GAAP in effect from time to time applied on a consistent basis during throughout the periods involved (“GAAP”)involved, except as may be otherwise specified in such financial statements or the notes thereto contain no misrepresentations and except that unaudited financial statements may not contain all footnotes required by GAAP, and present fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the position, results of operations and cash flows for of the periods then ended, subject, in Corporation on a consolidated basis as at the case respective dates of unaudited statements, to normal, immaterial, year-end audit adjustmentssuch Financial Statements; (xq) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Corporation under Applicable Securities Laws is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; (r) no director or officer, former director or officer, or stockholder or employee of, or any other person not dealing at arm’s length with, the Corporation or its subsidiary will continue after the Closing to be engaged in any material transaction or arrangement with or to be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its subsidiary, except as disclosed in the Documents or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or its subsidiary as described in the Documents; (s) neither the Corporation nornor its subsidiary has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Documents, or (ii) as incurred in the ordinary course of business by the Corporation or its subsidiary, as the case may be; (t) except as disclosed in the Public Record or Schedule 5(t) of the Disclosure Letter, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the knowledge Corporation’s knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation, nor are there any directormatters under discussion with any Governmental Authority relating to taxes, officergovernmental charges, agentorders or assessments asserted by any such authority and to the Corporation’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, employee, affiliate governmental or other person acting on behalf of the Corporation is aware of proceeding or has taken any actioninvestigation, directly taxes, governmental charges, orders or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsassessments; (yu) the operations of the Corporation areMNP LLP, and have been conducted at all timesChartered Professional Accountants, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation is independent with respect to the Money Laundering Laws Corporation within the meaning of the rules of professional conduct applicable to auditors in Ontario and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm or any other prior auditor of the Corporation or its subsidiary; (v) except as disclosed in the Public Record or Schedule 5(v) of the Disclosure Letter, all tax returns required to be filed by the Corporation and its subsidiary on or prior to the date of this Agreement have been filed and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid and neither the Corporation nor its subsidiary is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment of taxes; there is no tax deficiency which has been asserted against the Corporation or its subsidiary and all material tax liabilities are adequately provided for in accordance with U.S. GAAP within the Financial Statements of the Corporation for all periods up to date of latest audited balance sheet; there are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatenedthreatened against the Corporation in respect of taxes; there are no Liens for taxes upon the assets of the Corporation; (w) each of the Corporation and its subsidiary has conducted and are conducting their business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which they carry on business and neither the Corporation nor its subsidiary has received any notice of any alleged violation of any such laws, rules and regulations; (x) each of the Corporation and its subsidiary possess such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “Governmental Licences”) necessary to conduct the business as currently operated by them and all such Governmental Licences are valid and existing and in good standing; each of the Corporation and its subsidiary is in compliance with the terms and conditions of all such Governmental Licences in all material respects; (y) to the Corporation’s knowledge, (i) neither the Corporation nor its subsidiary is in violation of any Environmental Laws, (ii) the Corporation and its subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements in all material respects, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation or its subsidiary, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings; (z) neither to the Corporation’s knowledge, (i) each of the Corporation norand its subsidiary is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “Employment Laws”), (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened with any director, officer, agent, employee, affiliate or person acting on behalf employee of the Corporation or its subsidiary and, to the knowledge of the Corporation, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or any of its subsidiary and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its subsidiary and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation’s or its subsidiary’s facilities and none is currently subject to any United States sanctions administered being negotiated by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any its subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by except as disclosed in the Corporation pursuant to Applicable Securities Laws have been paid Public Record or will be promptly paid by Section 5(aa) of the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements Disclosure Letter, no existing supplier, manufacturer or contractor of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations indicated that it intends to terminate its relationship with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thCorporat

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, Underwriters that each of the following representations and acknowledges that warranties is true and correct on the Agents are relying upon such representations, warranties and covenants, thatdate of this Agreement: (a) each of the Corporation (i) and the Subsidiaries is duly amalgamated validly subsisting under the Business Corporations Act (Ontario) (the “Act”) laws of its governing jurisdiction, and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, power and authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including and conduct its business as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereundercurrently conducted; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been takenhas all requisite corporate power and authority to enter into this Agreement and carry out its obligations hereunder, instituted orand to validly create, authorize and issue the Special Warrants and Qualified Securities and to allot, reserve and authorize the knowledge issuance of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Underlying Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Sharesshares in the capital of the Corporation upon conversion of the Convertible Debentures or exercise of the Warrants, as applicable; (jc) each of the Compensation Options Corporation and the Subsidiaries is current with all material filings required to be made under the laws of the provinces of Québec and Alberta and in Kenya, Uganda, Dominican Republic, Moldova, Armenia, Malta, Guernsey and Alderney, respectively, and all other jurisdictions in which it exists or carries on any material business and has all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as it is currently conducted, except where the absence of such power and authority or failure to make any filing or obtain any license, lease, permit, authorization or other approval would not have beena Material Adverse Effect, and all such licences, leases, permits, authorizations and other approvals are in full force and effect in accordance with their terms except where the failure to so maintain such licences, leases, permits, authorizations or prior to the Closing Time will be duly and validly authorized and createdother approvals would not have a Material Adverse Effect; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (ld) the authorized capital of the Corporation consists of an unlimited number of Common Shares, Shares and of preferred shares of which, as of May 20the close of business on January 16, 20152012, 100,675,988 50,140,447 Common Shares were issued and outstanding as fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (oe) except for the outstanding securities convertible into Common Shares as disclosed to the Agentsset forth in Schedule “C” attached hereto, no person now has any agreement or option or agreement, option, right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, of any securities of the Corporation from or conversion into, any unissued shares, securitiesby the Corporation and no rights, warrants or options to acquire, or instruments convertible obligations into or exchangeable for, any Common Shares, are outstanding; (f) no agreement is in force or effect which in any manner affects the voting or Control of any nature of the securities of the Corporation; (pg) since December 31the Corporation has no subsidiaries other than the Subsidiaries, 2013the Corporation does not beneficially own, except as disclosed or exercise Control or direction over, 10% or more of the outstanding voting shares of any company other than the Subsidiaries and, other than with respect to Petakan Lotto CJSC, the Corporation beneficially owns, directly or indirectly all of the issued and outstanding shares in the Public Recordcapital of the Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares; (h) neither the Corporation nor any of the Subsidiaries is: (i) there has not been in breach or violation of any material change of the terms or provisions of, or in default under (whether after notice or lapse of time or both) any indenture, mortgage, deed of trust, loan agreement or other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, which breach or violation or the consequences thereof would, alone or in the assetsaggregate, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on have a consolidated basis;Material Adverse Effect; or (ii) there has not been in violation of the provisions of its articles, by-laws or resolutions or any material change statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties, which violation or the consequences thereof would, alone or in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairlyaggregate, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (ti) the execution and delivery of this Agency Agreement Agreement, the Special Warrant Indenture, the Convertible Debenture Indenture and the Compensation Option Certificates, Warrant Indenture and the fulfilment performance of the terms hereof transactions contemplated hereunder and thereof by thereunder, the Corporation, including Offering and the issuance and sale of the Offered Shares, do Special Warrants and Underlying Securities does not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under (whether after notice or lapse of time or both), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement (Awritten or oral) or instrument to which the Corporation or any statuteof the Subsidiaries is a party or by which it is bound or to which any of its property or assets is subject, rule other than any breach or regulation applicable to violation or the consequences thereof which would, alone or in the aggregate, not have a Material Adverse Effect on the Corporation, including Applicable Securities Laws; (B) on a consolidated basis, nor will such action conflict with or result in any violation of the constating documentsprovisions of the articles, by-laws or resolutions of the Corporation; Corporation or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties which violation or the consequences thereof would, alone or in the aggregate, have a Material Adverse Effect on the Corporation as a whole; (Cj) other than as will have been obtained prior to the Closing Date, no consent, approval, authorization, order, registration or qualification of or with any person, court or Governmental Authority or body is required for execution and delivery of this Agreement, the Special Warrant Indenture, the Convertible Debenture Indenture or the Warrant Indenture, or the consummation by the Corporation of the transactions contemplated herein or therein, or the issuance of the Special Warrants and Underlying Securities; (k) the terms Underlying Shares have been duly authorized, allotted and reserved for issuance and, when issued, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (l) the Special Warrants and Qualified Securities have been duly created, authorized and allotted for issuance and, when issued, will be validly issued as fully paid securities of the Corporation; (m) the definitive form of certificate representing the Common Shares is in proper form under the laws of Québec and complies in all material respects with the requirements of the TSXV and does not conflict with the constating documents of the Corporation or the laws of Québec; (n) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any Debt Instrumentof its securities and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities within the last 12 months; (o) there is not, in the constating documents of the Corporation or in any Material Agreement, mortgage, note, indenturedebenture, instrument, lease indenture or any other material agreement instrument or document to which the Corporation is a party party, any restriction upon or impediment to the declaration or payment of dividends by which they are bound; or (D) any judgment, decree or order binding the directors of the Corporation or the respective property payment of dividends by the Corporation to the holders of its Common Shares, other than pursuant to the terms of the Convertible Debenture Indenture; (p) there are no legal or assets governmental actions, proceedings or investigations pending or to the Best of the Corporation’s Knowledge, contemplated or threatened against the Corporation or the Subsidiaries, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which: (i) would in any way have a Material Adverse Effect; or (ii) questions the issuance, sale or delivery of the Special Warrants or Underlying Securities to be issued by the Corporation or the validity of any action taken or to be taken by the Corporation pursuant to or in connection with this Agreement; (q) all necessary corporate action has been taken by the Corporation to authorize the execution, delivery and performance of this Agreement and the certificates representing the Special Warrants and Qualified Securities; (r) none of the Corporation, the Subsidiaries nor any other party to any agreement or instrument is in material default in the observance or performance of any term or obligation to be performed by it under any such agreement or instrument to which either the Corporation or any of the Subsidiaries is a party and no event has occurred which with notice or lapse of time or both would constitute such a default on the part of the Corporation or the Subsidiaries, in any such case which default or event would have a Material Adverse Effect; (s) this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Convertible Debenture Indenture and the Warrant Indenture have each been duly and validly executed and delivered by the Corporation, each constitute a valid and binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, each may be limited by applicable law; (t) each of the Corporation and the Subsidiaries is the owner of its properties, business and assets or the interests in its properties, business or assets, and all agreements under which the Corporation or either of the Subsidiaries holds an interest in a property, business or asset are in good standing according to their terms except where the failure to be in such good standing does not and will not have a Material Adverse Effect; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Commissions in Regulators of each of the Qualifying Jurisdictions Provinces of British Columbia, Alberta, Ontario and Québec and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with a Securities Regulator in the Securities Commissions and Provinces of British Columbia, Alberta, Ontario or Québec, except to the extent that the Offering constitutes a material change; (v) the Corporation is will use its commercial best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in all material respects in compliance with the rules and regulations default of the TSXVrequirements of the Canadian Securities Laws of each of the Canadian jurisdictions where it is currently a “reporting issuer”, for a period of two years following the Closing Date; (w) the Corporation has complied in all material respects with requirements will use commercial best efforts to file all reports, schedules, forms, statements and maintain a listing of: (i) its Common Shares on the TSXV or any other documents that it is required to file under recognized stock exchange for a period of two years following the U.S. Exchange Act, including pursuant to Section 13(aClosing Date; and (ii) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act Convertible Debentures and the rules and regulations of Warrants on the SEC promulgated thereunder. The financial statements of TSXV or any other recognized stock exchange until the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto Maturity Date or Expiry Date, as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsapplicable; (x) neither the Corporation nor, to the knowledge nor any of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or Subsidiaries has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with received notice from any Governmental Authority respecting or regulatory authority of any taxes that have been paidjurisdiction in which it carries on a material part of its business, or may owns or leases any material property, of any restriction on its ability to or of a requirement for it to qualify to, nor is it otherwise aware of any restriction on its ability to or of a requirement for it to qualify to, conduct its business as currently conducted or as currently contemplated to be payable, by conducted in the Corporation, future in any casesuch jurisdiction, except where such examinations, issues or disputes that would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (eey) neither Computershare Investor Services Inc. at its principal office in Montréal has been duly appointed as the registrar and transfer agent for the Common Shares; (z) since September 30, 2011, other than as disclosed in the Corporation’s Information Record: (i) there has not been any adverse material change or change in material fact (actual, proposed, threatened or contemplated) in the business, affairs, operations, business prospects, assets, liabilities or obligations, contingent or otherwise, or capital of the Corporation or the Subsidiaries; (ii) there has not been any adverse material change in the consolidated financial position of the Corporation; and (iii) there has been no material transaction entered into by the Corporation or the Subsidiaries, other than those in the ordinary course of business; (aa) the Corporation maintains a system of internal accounting controls sufficient to thprovide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or IFRS, as the case may be, and to maintain asset accountability; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (bb) the Audited Financial Statements: (i) have been prepared in accordance with Canadian GAAP applied on a basis consistent with those of preceding fiscal periods; (ii) present fully, fairly and correctly, in all material respects, the assets, liabilities and financial condition of the Corporation and the results of its operations and the changes in its financial position for the periods then ended; (iii) are in accordance with the books and records of the Corporation; (iv) contain and reflect all necessary material adjustments for a fair presentation of the results of operations and the financial condition of the business of the Corporation for the periods covered thereby; and (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation; (cc) the auditors of the Corporation who audited the Audited Financial Statements, and who provided their audit report thereon, are independent public accountants as required under Canadian Securities Laws; (dd) there has never been a reportable event or disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and its present or former auditors; (ee) there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Corporation or its Subsidiaries with unconsolidated entities or other persons that could reasonably be expected to have a Material Adverse Effect; (ff) each of the Corporation and the Subsidiaries has filed all federal, provincial, state, local and foreign tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currentl

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent, and acknowledges that the Agents are Agent is relying upon such representations, warranties representations and covenantswarranties, that: (a) the Corporation (i) has been duly incorporated in the State of Delaware and is duly amalgamated organized and is validly subsisting under the Business Corporations Act (Ontario) (laws of the “Act”) State of Delaware and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity power to carry on its business business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderassets; (b) the Corporation does not have any is qualified to carry on business under the laws of each jurisdiction in which it carries on a material subsidiariesportion of its business; (c) other than Kodiak Petroleum ULC, Kodiak Petroleum (Montana), Inc. and Kodiak Petroleum (Utah), Inc. (collectively, the “Corporation’s Subsidiaries”) and, the Corporation has no proceedings have been takensubsidiaries and the Corporation is not affiliated with, instituted or, to the knowledge nor is it a holding corporation of the Corporation, are pending for the dissolution or liquidation of the Corporationany other body corporate; (d) the Corporation has conducted its Corporation’s Subsidiaries have been duly incorporated and are valid and subsisting in good standing under the laws of their jurisdiction of incorporation and have all requisite corporate power and capacity to carry on their business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets as presently proposed to be ownedconducted by them and to own, leased lease and operated operate their properties and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingassets; (e) all necessary corporate action has been taken or will have been taken prior to of the Closing Time issued and outstanding shares in the capital of the Corporation’s Subsidiaries are fully paid and non-assessable and legally and beneficially owned by the Corporation so free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever (other than as to validly issue provided in the credit facilities of the Corporation) and sell no person holds any securities convertible into or exchangeable for issued or unissued shares of the Offered Shares and to issue Corporation’s Subsidiaries or has any agreement, warrant, option, right or privilege (whether pre emptive or contractual) being or capable of becoming an agreement, warrant, option or right for the Compensation Optionsacquisition of any unissued or issued securities of the Corporation’s Subsidiaries; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawsat each Closing Time, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except Securities subscribed for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance andwill, upon receipt by the Corporation of the purchase price for the Offered Sharesconsideration therefor, will be duly and validly created, authorized and issued as fully paid and non-assessable Common Sharesassessable; (jg) at each Closing Time, the Compensation Options have been, or prior Common Shares issuable pursuant to the Closing Time exercise of the Agent’s Warrants granted pursuant to this Agreement will be duly and validly authorized authorized, allotted and created; (k) the Compensation Option Shares to be issued reserved for issuance and, upon exercise of such Agent’s Warrants, upon receipt by the Compensation Options, including payment in full Corporation of the applicable exercise priceconsideration therefor, the Common Shares issued pursuant to the Agent’s Warrants will be validly issued as fully paid and non-assessable assessable; (h) the form and terms of the definitive certificates representing the Offered Securities have been approved and adopted by the Corporation and will comply with all corporate and legal requirements relating thereto, including, without limitation, the requirements of the Exchange and the OTCBB and Rule 903 of Regulation S; (i) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement, the Agent’s Warrants and the Subscription Agreements and the performance of any of the transactions contemplated hereby (including, without limitation, the grant of the Over-Allotment Option) and thereby by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws which are material to the Corporation or any term or provision of the articles, by laws or resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation (taken as a whole) or its properties or assets; (j) the Corporation has full corporate power and authority to grant the Over-Allotment Option and to enter into this Agreement, the Agent’s Warrants and the Subscription Agreements and to perform its obligations set out herein and therein including, without limitation, to issue the Offered Securities, the Agent’s Warrants and the Common SharesShares to be issued to the Agent upon exercise of the Agent’s Warrants and this Agreement has been, and the Subscription Agreements and Agent’s Warrants will be duly authorized, executed and delivered by the Corporation, and this Agreement is, and the Subscription Agreements, and the Agent’s Warrants will be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to the general qualifications that: (i) the enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting creditors’ rights; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) the enforceability of any provision exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; (iv) the enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court; (v) the equitable or statutory powers of the courts in Canada having jurisdiction to stay proceedings before them and the execution of judgments; (vi) rights to indemnity and contribution hereunder may be limited under applicable law and may not be ordered by a court on grounds of public policy and may therefore not be available in particular instances; (vii) the enforceability may be limited by applicable laws regarding limitation of actions; and (viii) the costs of and incidental to proceedings authorized to be taken in court or before a judge are within the discretion of the court or judge before which such proceedings are brought and a court or judge has full power to determine by whom and to what extent the costs of such proceedings will be paid; (k) other than as disclosed in the Documents, there has not been any materially adverse change in the assets, liabilities or obligations (absolute, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any material adverse change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since January 30, 2006; and since January 30, 2006 there have been no material facts, transactions, events or occurrences which could materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation which have not been publicly disclosed; (l) the authorized capital Financial Statements fairly present in all material respects, in accordance with generally accepted accounting principles in the United States, consistently applied, the financial position and condition of the Corporation consists at the dates thereof and the results of an unlimited number the operations of Common Sharesthe Corporation for the periods then ended and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of which, the Corporation as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Sharesat the dates thereof that are required to be disclosed therein in accordance with generally accepted accounting principles in the United States; (m) the Corporation is not aware of any legislationthere are no actions, suits, proceedings or proposed legislation published by a legislative bodyinquiries, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened orincluding, to the best of the Corporation’s knowledge, pendinginformation and belief, after due inquiry, pending or threatened against or affecting the Corporation or the Corporation’s Subsidiaries at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affects, or may in any way materially adversely affect, the assets, business, operations or condition (financial or otherwise) of the Corporation or the Corporation’s Subsidiaries (taken as a whole) or which affects or may affect the distribution of the Offered Securities; (n) the Corporation or the Corporation’s Subsidiaries are not a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the bylaws of the Corporation or the Corporation’s Subsidiaries and applicable laws and indemnities in favour of Subscribers pursuant to the Flow-Through Subscription Agreements or in favour of subscribers for “flow-through” Common Shares issued by the Corporation and other indemnities in favour of agents or underwriters in connection with an issuance of securities on like transactions and other than standard indemnities in favour of purchasers of assets in purchase and sale agreements and indemnities and guarantees in favour of the Corporation’s bankers) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person; (o) except other than as disclosed in the Documents, the Corporation and the Corporation’s Subsidiaries do not have any loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm’s length with the Corporation or the Corporation’s Subsidiaries that are currently outstanding; (p) other than as disclosed in the Documents, no officer, director, employee or any other person not dealing at arm’s length with the Corporation or the Corporation’s Subsidiaries or, to the Agentsknowledge of the Corporation, any associate or affiliate of any such person, owns, has or is entitled to any royalty, net profits interest, carried interest or any other encumbrances or claims of any nature whatsoever which are based on production from the Corporation’s or the Corporation’s Subsidiaries properties or assets or any revenue or rights attributed thereto; (q) other than as disclosed in the Documents, none of the directors or senior officers of the Corporation, or to the knowledge of the Corporation, any “associate” or “affiliate” of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Alberta)), has or has had any material interest, direct or indirect, in any continuing or existing material transaction or has any material interest, direct or indirect, in any proposed material transaction which is material to or will materially affect the Corporation; (r) the information and statements set forth in the Public Record, as it relates to the Corporation and the Corporation’s Subsidiaries, were in all material respects, true, correct, and complete and did not contain any misrepresentation, as of the respective dates of such information or statements, and no material change has occurred in relation to the Corporation or the Corporation’s Subsidiaries which is not disclosed in the Public Record, and the Corporation has not filed any confidential material change reports which continue to be confidential; (s) other than as disclosed in the Documents, no person event of material default under any agreement or instrument pursuant to which indebtedness of the Corporation has been issued, has occurred, and no event which with the giving of notice or the passage of time or both would constitute an event of material default under any such agreement or instrument has occurred and is continuing; (t) the authorized capital of the Corporation consists of 300,000,000 with par value of US$0.001 per share, of which prior to the issuance of the Offered Securities, 105,242,498 Common Shares are outstanding, which shares are validly issued and fully paid and non-assessable shares; (u) no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement or option or agreement, warrant, option, right or privilege (whether at law, pre-pre emptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, of any unissued shares, shares or other securities (including convertible securities, warrants or convertible obligations of any nature ) of the Corporation; (p) since December 31, 2013, except as disclosed in the Public RecordCorporation other than: (i) there has not been any material change in the assetsstock options to acquire up to 1,935,000 Common Shares at prices ranging from US$1.28 to US$2.74 per share until August 1, liabilities2010, obligations (absolutecurrently issued to directors, accruedofficers, contingent or otherwise), business, condition (financial or otherwise) or results of operations employees and consultants of the Corporation on a consolidated basis;Corporation; and (ii) there has not been any material change in the capital stock or long-term debt of the Corporation share purchase warrants to acquire up to 4,437,000 Common Shares at an exercise prices ranging from US$1.50 to US$2.70 per share issued pursuant to private placements expiring on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federalMay 10, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation2004; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by issued and outstanding Common Shares currently are trading on the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXVOTCBB; (w) the Corporation has complied in all material respects with requirements made application to file all reports, schedules, forms, statements list and other documents that it is required to file under post for trading its Common Shares (including the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) Offered Securities and the Common Shares issuable upon exercise of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”Agent’s Warrants) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsExchange; (x) neither other than as disclosed to the Agent that the Corporation norand the Corporation's Subsidiaries have not filed Federal U.S. Income Tax returns in 2005 and 2006 as required, provided that the Corporation represents and warrants that no taxes, charges, penalties, interest or other fines are or will be payable in respect of any periods for which returns have not been filed and with such exceptions as are not material to the Corporation, the Corporation and the Corporation's Subsidiaries have duly and on a timely basis filed all tax returns required to be filed by them, has paid all taxes due and payable by them and has paid all assessments and re-assessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by them and which are claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation or the Corporation's Subsidiaries and to the knowledge of the CorporationCorporation there are no actions, any directorsuits, officerproceedings, agent, employee, affiliate investigations or other person acting on behalf of claims threatened or pending against the Corporation is aware or the Corporation's Subsidiaries in respect of taxes, governmental charges or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails assessments or any means matters under discussion with any governmental authority relating to taxes, governmental charges or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of assessments asserted by any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsauthority; (y) the operations minute books of the Corporation areand the Corporation’s Subsidiaries as provided to the Agent’s counsel are materially true and correct and contain the minutes of all meetings and all the resolutions of directors and shareholders thereof; (z) the books of account and other records of the Corporation and the Corporation’s Subsidiaries, and whether of a financial or accounting nature or otherwise, have been conducted at all timesmaintained in accordance with prudent business practices; (aa) the Corporation is a “reporting issuer” in the province of Alberta within the meaning of the Applicable Securities Laws in such province, has held that status without interruption or suspension in compliance with all material applicable financial recordkeeping that jurisdiction since August 27, 2007 and reporting is not in default of any requirements of Applicable Securities Laws thereof; (bb) Olde Monmouth Stock Transfer Co. Inc. at its office in Atlantic Highlands, New Jersey is the Currency duly appointed registrar and Foreign Transactions Reporting Act transfer agent of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities LawsCommon Shares; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with Corporation and the Corporation’s Auditors; (dd) Subsidiaries have conducted and are conducting their business in compliance in all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed respects with all appropriate Governmental Authorities applicable laws, rules and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporationregulations and, in any caseparticular, except where such examinationsall applicable licensing and environmental legislation, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to threg

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsUnderwriters, and acknowledges that the Agents Underwriters are relying upon such representations, warranties representations and covenantswarranties, that: (a) since January 1, 2015, the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings has been and is in good standing compliance in all material respects with its timely disclosure obligations under such ActApplicable Securities Laws and the rules and regulations of the TSX; (ii) since October 7, 2015, the Corporation has been and is in compliance in all requisite corporate powermaterial respects with its timely disclosure obligations under U.S. Securities Laws and the rules and regulations of the NYSE MKT; no confidential material change report has been filed by the Corporation under Applicable Securities Laws that remains confidential at the date of this Agreement; since January 1, authority 2015, the Corporation has not completed a “significant acquisition” which would require the Corporation to file a business acquisition report under Applicable Securities Laws; all of the material contracts and capacity to carry on agreements of the Corporation and its business as now conducted and to own, lease and operate its properties and assets (including as described subsidiaries not made in the Public Disclosure); and (iii) has all requisite corporate powerordinary course of business, authority and capacity to createif required under the Applicable Securities Laws, issue and sell have been filed with the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderSecurities Commissions; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on than as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted disclosed in the discretion of a court of competent jurisdictionPublic Record, that the provisions thereof relating to indemnitysince August 31, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; 2015 there (i) the Offered Shares have beenhas been no material change (actual, anticipated, contemplated or prior to the Closing Time will bethreatened, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (jfinancial or otherwise) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects capital of the Corporation and its subsidiaries taken as a whole, (ii) have been no transactions entered into by the Corporation or any of its subsidiaries which are material with respect to the Corporation and its subsidiaries taken as a whole, other than those in the ordinary course of business, and (iii) has been no dividend or distribution of any kind declared, paid or made by the Corporation on a consolidated basisany class of its shares; (nc) no order ceasing the Corporation and each of its subsidiaries has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of formation and is properly registered or suspending trading licensed to carry on business under the laws of all jurisdictions in any securities which its business is carried on, except where the failure to be so registered or licensed could not be reasonably expected to have a Material Adverse Effect; (d) the Corporation has the requisite corporate power, authority and capacity to enter into the Material Agreements and to perform its obligations under the Material Agreements and the Corporation and each of its subsidiaries has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on; (e) the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which 145,456,628 Common Shares are issued and outstanding as of the date of this Agreement. Other than options and warrants outstanding to acquire up to 12,718,590 Common Shares, restricted share units outstanding entitling the holders to receive, in aggregate, up to 1,195,794 Common Shares and pursuant to employment agreements between the Corporation or prohibiting and its executive officers and the sale of retainer agreement between the Offered Shares or Corporation and the trading of any Non-Executive Chairman of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now person, firm or corporation has any agreement or option option, or right or privilege (whether at law, pre-emptive preemptive or contractual) capable of becoming an agreement or option, for the purchase, subscription or issuance of, or conversion into, purchase from the Corporation of any unissued sharesCommon Shares; (f) all of the issued and outstanding securities of the Corporation have been duly and validly authorized and issued and all of the issued and outstanding Common Shares of the Corporation are fully paid and non-assessable shares of the Corporation, securities, warrants and none of the outstanding securities of the Corporation were issued in violation of the pre-emptive or convertible obligations similar rights of any nature securityholder of the Corporation; (pg) since December 31, 2013, except other than as disclosed in the Public Record:, the Corporation is the beneficial owner and holder of record of all of the issued and outstanding shares in the capital of each of its subsidiaries, with good and valid title to all such shares, free and clear of all Liens and encumbrances; (h) the Corporation has full corporate power and authority to issue the Subscription Receipts, the Special Warrants and the Underlying Shares; (i) there has not been any material change the Subscription Receipts, at the Closing Time, the Special Warrants at the time of issuance and the Underlying Shares issuable upon the exercise or deemed exercise of the Special Warrants in accordance with their terms, at the assetstime of issue of the Underlying Shares, liabilitiesshall be duly authorized, obligations (absolutevalidly issued, accruedand with respect to the Underlying Shares, contingent or otherwise), business, condition (financial or otherwise) or results of operations fully paid and non-assessable shares of the Corporation on a consolidated basisand the provisions of the Underlying Shares conform in all material respects with their descriptions in this Agreement and the Subscription Agreements; (iij) there has not on or prior to the Closing Time, the forms of the certificates for the Subscription Receipts, the Special Warrants and the Underlying Shares will have been any material change in approved by the capital stock or long-term debt board of directors of the Corporation on a consolidated basis; andand adopted by the Corporation and will comply with all legal and stock exchange requirements and will not conflict with the Corporation’s constating documents; (iiik) the Underlying Shares are conditionally listed for trading on the TSX and approved for listing on the NYSE MKT, subject to the satisfaction of customary conditions required by the TSX; (l) the Corporation has carried on its business is not in default or breach of, and the ordinary course; (q) execution and delivery of, and the Financial Statements performance of and compliance with the terms of, the Material Agreements and the performance of any of the Corporation present fairlytransactions contemplated by the Material Agreements by the Corporation, do not and will not result in all material respectsany breach of, the financial condition or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws or any term or provision of the Corporation on a consolidated basis for articles, notice of articles or resolutions of the periods then ended; directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (r) written or oral), instrument, lease or other document to which the Corporation does not have is a party or by which it is bound, or any liabilitiesjudgment, direct decree, order, statute, rule or indirectregulation applicable to the Corporation, contingent which default or otherwise, not disclosed in the Public Record which could breach might reasonably be expected to have a Material Adverse Effect; (sm) the Material Agreements and the performance of the Corporation’s obligations under the Material Agreements have been duly authorized by all necessary corporate action, and the Material Agreements have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and, with respect to this Agreement, by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law; (n) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Special Warrant Indenture, except as required by Applicable Securities Laws with regard to the distribution of the Subscription Receipts, Special Warrants and Underlying Shares, if any, in the Selling Jurisdictions; (o) the Corporation is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would have a Material Adverse Effect; (p) the Financial Statements have been prepared in conformity with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods involved, contain no misrepresentations and present fairly in all material respects the financial position, results of operations and cash flows of the Corporation on a consolidated basis as at the dates of such statements; (q) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Corporation under Applicable Securities Laws is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; (r) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, the Corporation or its subsidiaries will continue after the Closing to be engaged in any material transaction or arrangement with or to be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its subsidiaries, except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that Documents or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats or its subsidiaries as described in the Documents; (s) neither the Corporation nor any of actions, proceedings its subsidiaries has incurred any liabilities or investigations obligations (whether accrued, absolute, contingent or not purportedly by or on behalf of the Corporationotherwise) that have been made continue to be outstanding except (i) as disclosed or contemplated in the Documents, or (ii) as incurred in the ordinary course of business by the Corporation oror its subsidiaries, to as the knowledge of the Corporationcase may be, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, and which could not reasonably be expected to have a Material Adverse Effect; (t) except as would not be expected to have a Material Adverse Effect, other than as disclosed in the execution and delivery of this Agency Agreement Documents, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Corporation’s knowledge, threatened (and the Compensation Option CertificatesCorporation does not know of any basis for any such litigation or governmental or other proceeding or investigation) against, and or involving the fulfilment of assets, the terms hereof and thereof by Material Properties or other properties or business of, the Corporation, including the issuance nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, including Applicable Securities Laws; (B) the constating documentsgovernmental or other proceeding or investigation, by-laws taxes, governmental charges, orders or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporationassessments; (u) PricewaterhouseCoopers LLP is independent with respect to the knowledge Corporation within the meaning of the Corporation, no agreement is rules of professional conduct applicable to auditors in force British Columbia and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with such firm or effect which in any manner affects other prior auditor of the voting Corporation or control of any of the securities of the Corporationits subsidiaries; (v) all tax returns required to be filed by the Corporation is not included and its subsidiaries on or prior to the date of this Agreement have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable to such taxes or other assessments, due or claimed to be due have been paid, other than non-material amounts or those being contested in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions good faith and in particularfor which adequate reserves have been provided, without limiting the foregoing, and neither the Corporation has at all relevant times complied nor any of its subsidiaries is a party to any agreement, waiver or arrangement with its obligations any taxing authority which relates to make timely disclosure any extension of all material changes relating time with respect to itthe filing of any tax returns, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and any payment of taxes or any assessment of taxes; there is no material change relating to tax deficiency which has been asserted against the Corporation or any of its subsidiaries which has occurred would have a Material Adverse Effect, and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared tax liabilities are adequately provided for in accordance with U.S. Canadian generally accepted accounting principles applied on a consistent basis during within the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position Financial Statements of the Corporation as for all periods up to date of and for the dates thereof and the results of operations and cash flows for the periods then endedlatest audited balance sheet; there are no assessments or investigations in progress, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatenedthreatened against the Corporation in respect of taxes; there are no Liens for taxes upon the assets of the Corporation; (zw) each of the Corporation and its subsidiaries has conducted and are conducting their business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which they carry on business and neither the Corporation nor any of its subsidiaries has received any notice of any alleged material violation of any such laws, rules and regulations; (x) each of the Corporation and its subsidiaries possesses such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “Governmental Licences”) necessary to conduct the business now operated by them and currently proposed to be operated by them, except where the failure to so possess could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and all such Governmental Licences are valid and existing and in good standing. Each of the Corporation and its subsidiaries is in compliance with the terms and conditions of all such Governmental Licences, except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (y) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect (i) neither the Corporation nornor any of its subsidiaries is in violation of any applicable federal, state, provincial, municipal or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters (collectively, “Environmental Laws”), (ii) the Corporation and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation or its subsidiaries, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings; (i) each of the Corporation and its subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “Employment Laws”), (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, any directorthreatened and, officerexcept as disclosed in the Documents, agentno individual labour dispute, employeegrievance, affiliate arbitration or person acting on behalf legal proceeding is ongoing, pending or, to the knowledge of the Corporation is currently subject to Corporation, threatened with any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact employee of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to its subsidiaries that could reasonably be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thexpected

Representations and Warranties of the Corporation. The Corporation representsInterim Receiver, solely in its capacity as Interim Receiver and not in its personal capacity, hereby represents and warrants and covenants to the Agents, Investor on behalf of the Corporation (and acknowledges that the Agents are Investor is relying upon such representations, warranties and covenants, thereon) that: (a) the Corporation (i) is duly amalgamated a validly subsisting corporation incorporated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect t he laws of all material corporate filings and Canada, is in good standing under such Act; (ii) applicable corporate law, has all the requisite corporate power, authority power and capacity to carry on its business as now conducted carried on and to ownown its assets, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option CertificatesInterim Receiver, on behalf of the Corporation, has full corporate power and authority to carry out the provisions contained in hereunder and thereunderperform each of its obligations as herein contemplated; (b) the Interim Receiver, on behalf of the Corporation, has the full corporate right, power and authority to execute and deliver this Agreement pursuant to the Expanded Powers Order, and the Corporation does not have any material subsidiariesmay issue the New Common Shares to the Investor pursuant to the Approval Order; (c) no proceedings have been takenthis Agreement, instituted or, to when accepted by the knowledge Interim Receiver on behalf of the Corporation, are pending for the dissolution or liquidation will constitute a legal, valid and binding obligation of the CorporationCorporation enforceable in accordance with its terms pursuant to the Expanded Powers Order and the Approval Order; (d) the Corporation has conducted its business in complianceIssue Price will be used by the Trustee, in all material respects, accordance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental antithe Re-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingAmended Proposal; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by knowledge of the Interim Receiver, after reasonable enquiry, since the date of the Approval Order, there has not been any change in the assets, liabilities, financial condition or operating results of the Corporation so as to validly issue and sell that has, individually or in the Offered Shares and to issue aggregate, a material adverse effect on the Compensation OptionsCorporation; (f) except for to the approval knowledge of the TSXV and Interim Receiver, after reasonable enquiry, since the date of the Approval Order, there has not been any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect change in the Corporation's application to Health Canada to become a "Licensed Producer" pursuant to the OfferingAccess to Cannabis for Medical Purposes Regulations; (g) it acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the execution merits of the Aurora Shares comprising the Aurora Share Component; (ii) there is no government or other insurance covering the Aurora Share Component; (iii) there are risks associated with the purchase of the Aurora Share Component; and (iv) the Investor has advised the Corporation that the Investor is relying on an exemption from the requirements to prepare and delivery of this Agency Agreement and provide the Compensation Option CertificatesCorporation with a prospectus, and as a consequence of acquiring the performance of Aurora Shares comprising the transactions contemplated hereby Aurora Share Component pursuant to this exemption, certain protections, rights and therebyremedies provided by the Securities Act (Ontario) and other applicable Securities Laws, including the issuance and sale statutory rights of the Offered Sharesrescission or damages, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of will not be available to the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number the New Common Shares. As of the date hereof, the Corporation has not agreed to issue any securities of the Corporation to any person, and no person has any pre-emptive rights to acquire securities of the Corporation; and (i) the New Common Shares, of whichwhen issued, as of May 20sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, 2015will be validly issued, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thassessable.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsUnderwriter that, and acknowledges that the Agents are Underwriter is relying upon upon, such representations, representations and warranties and covenants, thatin purchasing the Underwritten Shares: (a) the Corporation is a company duly continued, organized and validly existing under the laws of Alberta and is properly registered under the laws of all jurisdictions in which its operations are carried on except where the failure to be so registered would not have a material adverse effect on the operations of the Corporation; (b) the Corporation is (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date a reporting issuer not in default in any material respect of all material corporate filings any requirement under Canadian Securities Laws, and is in good standing under such Act; (ii) not in default in any material respect of any requirement under U.S. Securities Laws; (c) the Corporation has all the requisite corporate power, authority and capacity to carry on its business as now conducted enter into this Agreement and to own, lease perform the transactions contemplated herein and operate its properties and assets (including as described in the Public Disclosure); and (iii) Corporation has all the requisite corporate power, authority and capacity to create, issue own its property and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, assets including licences or other similar rights and to carry out on the provisions contained affairs customarily carried on by it and has all the requisite corporate power and authority to carry on its affairs as currently carried on or as currently proposed to be carried on. The Corporation is conducting its affairs in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is affairs are carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates owns its property or carries on business affairs to enable its business affairs to be carried on as now conducted and its property and assets to be owned, leased and operated except where such non-compliance or failure to obtain such licence, registration or qualification would not have a material adverse effect on the affairs of the Corporation and all such licences, registrations and qualifications are valid, subsisting valid and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (d) the Corporation has authorized share capital consisting of an unlimited number of Class A Shares and 50,000 Common Shares of which 40,000 Common Shares and 164,967,713 Class A Shares and no more are validly issued and outstanding as fully paid and non-assessable. No person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation except as otherwise referred to in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements; (e) all necessary corporate except as disclosed in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements, to the best of the Corporation’s knowledge, there is no action, proceeding or investigation pending or threatened against the Corporation before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which is reasonably expected to result in any material change in the affairs or in the condition (financial or otherwise) of the Corporation or its properties or assets (taken as a whole), or which questions the validity of any action has been taken or will have been to be taken prior to the Closing Time by the Corporation so pursuant to or in connection with this Agreement or as to validly issue contemplated by the Disclosure Package and sell the Offered Shares and to issue Shelf Prospectuses as supplemented by the Compensation OptionsProspectus Supplements; (f) since January 31, 2008, there have been no changes in the assets or liabilities of the Corporation from the position thereof as set forth therein, except changes arising from transactions in the ordinary course of its affairs which, in the aggregate, have not been material to the Corporation and except for changes that are disclosed in the approval of Disclosure Package and the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to Shelf Prospectuses as supplemented by the OfferingProspectus Supplements; (g) the financial statements of the Corporation, including the notes thereto, incorporated in Disclosure Package, the Prospectus Supplements and the Registration Statement have been prepared in conformity with Canadian generally accepted accounting principles and in a manner that is consistent with U.S. generally accepted accounting principles and in accordance with the 1933 Act and the Rules, including the requirements of Form F-10, in each case applied on a consistent basis throughout the periods involved; (h) the financial statements of the Corporation as incorporated by reference in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements present fairly in all material respects the financial position of the Corporation as at the dates of such statements; (i) the Corporation is not in material violation of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificatesperformance by the Corporation of its obligations under this Agreement will not result in any material breach or, and the performance violation of, or be in material conflict with, or constitute a material default under, or create a state of facts which after notice or lapse of time, or both, would constitute a material default under any term or provision of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action charter documents or by-laws of the Corporation or any resolution of the directors or shareholders of the Corporation or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable to the Corporation; (j) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required of the Corporation in connection with the execution and delivery or with the performance by the Corporation of this Agency Agreement except as disclosed in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements and compliance with the Applicable Securities Laws with regard to the distribution of the Underwritten Shares in the Qualifying Canadian Jurisdictions and the United States; (k) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that except as enforcement thereof hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ the rights generally, that specific performance of creditors generally and other except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law and enforceability of paragraph 11 would be determined only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario)court; (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (il) the Offered Underwritten Shares hereinbefore described have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt when a certificate for such shares is countersigned by the Corporation of the purchase price for the Offered SharesCanadian Transfer Agent and issued, delivered and paid for, such shares will be validly issued as issued, fully paid and non-assessable Common Shares; (j) and all statements made in the Compensation Options have been, or prior to Disclosure Package and the Closing Time Shelf Prospectuses as supplemented by the Prospectus Supplements describing such shares will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment accurate in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Sharesall material respects; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects form of the share certificate representing the Class A Shares has been approved and adopted by the Corporation on a consolidated basisand complies with all applicable legal and regulatory requirements, including the requirements of the Toronto Stock Exchange; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force securities commission, stock exchange or effect which comparable authority has issued any order preventing or suspending the use or effectiveness of the Shelf Prospectuses, the Disclosure Package, the Prospectus Supplements, the Registration Statement or any Prospectus Amendment or preventing the distribution of the Underwritten Shares in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements Canadian Jurisdiction or the notes thereto and except United States nor instituted proceedings for that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norpurpose and, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate no such proceedings are pending or other person acting on behalf of contemplated; (o) the Corporation is aware eligible in accordance with the provisions of or has taken any actionNational Instrument 44-101 to file a short form prospectus under National Instrument 44-102 with Canadian Securities Regulators; (p) the Corporation is not, directly or indirectly, that has resulted or would result in a violation and upon consummation of the Foreign Corrupt Practices transactions contemplated hereby will not be, an “investment company” or an entity “controlled by an investment company” as such terms are defined in the United States Investment Company Act of 1977 (United States)1940, as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (yq) CIBC Mellon Trust Company, at its principal office in the operations Cities of Calgary, Montreal, Toronto and Vancouver has been duly appointed as registrar and transfer agent for the Corporation areClass A Shares in Canada, and have Mellon Investor Services LLC, at its principal office in New York, has been conducted at all times, duly appointed as registrar and transfer agent for the Class A Shares in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime ; (Money Launderingr) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatenedthe Corporation is not a “related issuer” or “connected issuer” (as such terms are defined under the Canadian Securities Laws) of the Underwriter; (zs) neither the Corporation nor, to has prepared and filed with the knowledge SEC an appointment of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf agent for service of process upon the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACon Form F-X; (aat) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by meets the Corporation following general eligibility requirements for use of Form F-10 under the Closing Time1933 Act; (bbu) as at their respective dates, the Corporation’s Auditors who audited Canadian Shelf Prospectus does, and the consolidated financial statements Canadian Prospectus Supplement will, comply in all material respects with the Canadian Securities Laws and, at the time of delivery of the Corporation for Underwritten Shares to the year ended December 31Underwriter, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Prospectus Supplement will comply in all material respects with the Canadian Securities Laws; (ccv) (i) the U.S. Shelf Prospectus conforms and the U.S. Prospectus Supplement will conform to the Canadian Shelf Prospectus and Canadian Prospectus Supplement, respectively, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC under the 1933 Act (the “Rules”); (ii) the Registration Statement as amended or supplemented, on the Effective Date and on the date hereof did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the U.S. Shelf Prospectus, the Corporation’s Form F-X and the Registration Statement comply, and the U.S. Prospectus Supplement will comply, in all material respects with the 1933 Act and the Rules; (iv) the Disclosure Package does not, and at the Applicable Time, the time of each sale of the Class A Shares in connection with the offering when the U.S. Prospectus Supplement is not yet available to prospective purchasers and at the Closing Date will not, and the U.S. Shelf Prospectus as supplemented by the U.S. Prospectus Supplement as of its date and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Canadian Shelf Prospectus contains, and the Canadian Prospectus Supplement will contain, full, true and plain disclosure of all material facts required to be stated therein relating to the Corporation, the affairs of the Corporation, and the Underwritten Shares, and as of the date of its filing will contain no untrue statement of a material fact and will not omit to state a material fact regarding the Corporation and its affairs that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Corporation by the Underwriter expressly for use in the Shelf Prospectuses, the Disclosure Package, the Prospectus Supplements or the Registration Statement; (w) there are no reports or information that in accordance with the requirements of the Canadian Securities Regulators or the SEC must be made publicly available or filed in connection with the offering of the Underwritten Shares that have not been made publicly available or filed as required; (x) the delivery by the Corporation of any signed Prospectus Amendment or material change report required to be filed under the Applicable Securities Laws will constitute a representation and warranty by the Corporation to the Underwriter that all the information and statements contained therein (except information and statements relating to the Underwriter) are true and correct and that no material information has been omitted therefrom which is necessary to make the statements contained therein not misleading; (y) the Corporation is in material compliance with each material license held by it and is not in violation of, or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees (including, without limitation, “Environmental Laws” as defined below) of any governmental entities, regulatory agencies or bodies asserting or claiming jurisdiction over it or over any part of its affairs or assets, except for such violations and defaults which, singly or in the aggregate, would not have a material adverse effect on the assets or properties, affairs, prospects or condition (financial or otherwise) of the Corporation; (z) to the best of the knowledge of the Corporation, there are no foreign, federal, provincial, state or local laws or regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) which affect or otherwise have any application to the Corporation or its affairs, properties and assets (taken as a whole), or to which the Corporation is otherwise subject. The Corporation does not require any license or other approval under any Environmental Laws to conduct its operations; (aa) there has not been any “reportable event” event (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations 51-102) with the auditors of the Corporation’s Auditors; (ddbb) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom the Company shall use its best efforts to arrange for the listing and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except posting for where the failure to pay such taxes would not constitute an adverse material fact trading of the Corporation Underwritten Shares on the Stock Exchanges on or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by before the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any Time of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of Closing; and (cc) the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by using the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact net proceeds of the Corporation or result offering of the Underwritten Shares for the purposes described in a Material Adverse Effect; (ee) neither the Corporation or to thShelf Prospectuses, Prospectus Supplements and the Disclosure Package.

Representations and Warranties of the Corporation. 11.1 The Corporation represents, hereby represents and warrants and covenants to each of the Agents, Agents as follows and acknowledges that the Agents are each Agent is relying upon such representations, representations and warranties and covenants, thatin entering into this Agreement: (a) the delivery by the Corporation to the Agent, or any of them, of any Qualification Document shall constitute the Corporation's representation and warranty to the Agents that: (i) is duly amalgamated under the Business Corporations Act (Ontario) (Qualification Document contains, at the “Act”) date of the Qualification Documents, no misrepresentations and is up-to-date in respect constitutes full, true and plain disclosure of all material corporate filings facts relating to the Corporation and is in good standing under such Actthe Units; and (ii) such Qualification Document complies with the requirements of the Securities Laws; provided that, in each case, the Corporation makes no representation or warranty with respect to statements contained in or omissions from any Qualification Document relating solely to and provided by the Agents; (b) the Corporation and each of the Material Subsidiaries is a corporation incorporated, amalgamated or continued, as the case may be, and existing under the laws of its jurisdiction of incorporation, amalgamation or continuation, as the case may be, and has all the requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiariesassets; (c) no proceedings have this Agreement has been takenduly authorized, instituted orexecuted and delivered on behalf of the Corporation and is a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, except as the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgements; (iv) the knowledge applicable laws regarding limitations of actions; (v) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the Corporation, are pending for remainder of such document would be determined only in the dissolution or liquidation discretion of the Corporationcourt; (vi) enforceability of the provisions exculpating a party from liability or duty otherwise owned by it may be limited under applicable law; and (vii) that rights to indemnity, contribution and waiver under the documents may be limited or unavailable under applicable law; (d) the Corporation has conducted its business in complianceduly reserved and allotted for issuance the Common Shares, in all material respectsthe Warrants, with all applicable laws, rules the Compensation Warrants and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingthe Underlying Shares issuable by it; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (vf) the Corporation and each of the Material Subsidiaries has, to the Corporation's knowledge, conducted and is not included conducting its respective business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business, and is duly licensed, registered and qualified in all jurisdictions in which it carries on business to enable its business or activities to be carried on as now conducted or held, except where a failure to be in such compliance or to be duly licensed, registered or qualified could not, individually or in the aggregate, have a Material Adverse Effect, and all such licences, registrations and qualifications are valid, existing and in good standing, and none of such licences, registrations or qualifications contains any term, provision, condition or limitation which could have a Material Adverse Effect; (g) none of the Corporation or the Material Subsidiaries is in violation of its constating documents, by-laws or resolutions of its directors or shareholders or in default in the performance of any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Corporation or the Material Subsidiaries is a party or by which any are bound or to which any of the property or assets of the Corporation or the Material Subsidiaries is subject, and no event has occurred or been threatened which, with notice or lapse of time or both, would constitute such a violation or default, in each case which violation, default or defaults, individually or in the aggregate, would have a Material Adverse Effect on the Corporation; (h) the Corporation has all requisite corporate power and authority to enter into, deliver and perform its obligations under each of the Offering Documents and all necessary corporate action has been or will be taken to authorize the execution, delivery and performance by the Corporation of each of the Offering Documents; (i) the execution and delivery of, and the compliance by the Corporation with all of the provisions of, each of the Offering Documents and the consummation of the transactions contemplated therein will not: (i) conflict with or result in a list breach or violation of defaulting reporting issuers maintained any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on any of the property or assets of the Corporation or the Material Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Corporation or the Material Subsidiaries is a party or by which the Corporation or the Material (ii) result in any violation of the provisions of the constating documents, by-laws or resolutions of the directors or shareholders of the Corporation or the Material Subsidiaries; and (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Corporation or the Material Subsidiaries or any of their properties, except where such breach, violation or default could not have Material Adverse Effect on the Corporation; (j) since June 30, 2009, except as otherwise (i) publicly disclosed by the Securities Commissions Corporation; or (ii) disclosed to the Agents in writing or in the Qualifying Jurisdictions Corporation's responses to the Agents during the due diligence session: (i) there has not been any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation and the Material Subsidiaries as a whole; (ii) there has not been any material change in particularthe capital or long term debt of the Corporation and the Material Subsidiaries as a whole; (iii) there has not been any material change, without limiting or any development involving a prospective material change (including arising from pending or threatened claims or contingent liabilities) in the foregoingbusiness, business prospects, condition (financial or otherwise), management or results of the operations of the Corporation and the Material Subsidiaries as a whole; and (iv) the Corporation and the Material Subsidiaries have carried on their respective businesses in the ordinary course; (k) except as publicly disclosed, since June 30, 2009, the Corporation has at all relevant times complied with its obligations to make timely disclosure not directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations their shares of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing any class and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any actionnot, directly or indirectly, that has resulted redeemed, purchased or would result in a violation otherwise acquired any of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails their outstanding securities or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise agreed to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsdo so; (yl) except as disclosed to the operations Agents in writing or as publicly disclosed, there are no shareholder loans owing to or by the Corporation and except as among the Corporation and their bankers, the Corporation is not party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the Corporation areobligations, and have been conducted at all timesliabilities, in compliance contingent or otherwise, or indebtedness of any other person; (m) no consent, approval, permit, authorization, order or filing with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body the securities authorities or any arbitrator involving other jurisdiction or agency is required by the Corporation with respect or necessary for the execution, delivery and the performance by the Corporation of its obligations under each of the Offering Documents other than such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Laws or by the TSXV; (n) the copies of the minute books and corporate records of the Corporation and the Material Subsidiaries made available to Ba▇▇▇ & Mc▇▇▇▇▇▇ ▇LP, counsel to the Money Laundering Agents, in connection with its due diligence investigations for the periods requested are true, accurate and complete and such minute books and records made available contain copies of all material proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records other than those which are not material in the context of such entities, as applicable; (o) the Corporation has no material subsidiaries other than the Material Subsidiaries; (p) the authorized capital of the Corporation consists of an unlimited number of Common Shares and no other shares, of which, as at April 6, 2010, not taking into account the Offering, 29,586,236 Common Shares were issued and outstanding as fully paid and non-assessable and, except as contemplated under the provisions of this Agreement, or the Corporation's stock option plan, no person, firm, corporation or other entity now has any agreement or option, or right or privilege capable of becoming an agreement (including convertible or exchangeable securities or warrants), for the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation, except for the following securities that are convertible into or exercisable for Common Shares: (i) options to purchase up to an aggregate of 2,546,000 Common Shares at various prices issued pursuant to the Corporation's stock option plan; (ii) warrants to purchase up to an aggregate of 2,520,500 Common Shares pursuant to outstanding warrants; (q) at the Closing Time, all necessary corporate action will have been taken by the Corporation and, assuming the receipt by the Corporation of payment for the Units and any required documents relating to Purchasers other than those resident in the Qualifying Jurisdictions, and compliance by the Agents of its covenants and obligations hereunder: (i) the Common Shares, the Warrants and the Compensation Warrants will have been validly authorized and issued by the Corporation; (ii) the Common Shares, the Warrants and the Compensation Warrants will have been duly executed and delivered by the Corporation; (iii) the Underlying Shares issuable upon the exercise of the Warrants and Compensation Warrants will have been validly authorized; (iv) upon exercise of the Warrants or the Compensation Warrants, respectively, in accordance with their terms, including the payment of the exercise price therefor, the respective Underlying Shares issuable upon such exercise will be duly issued as fully paid and non-assessable shares in the capital of the Corporation; and (v) none of the Units, Warrants, the Common Shares, the Compensation Warrants or the Underlying Shares will have been issued in violation of applicable law or in violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the issuer of such securities; (r) prior to the Closing Time, the definitive form and terms of the certificate(s) for the Common Shares, the Warrants and the Compensation Warrants will have been approved and adopted by the Corporation and will comply with all legal requirements and will not conflict with the Corporation's constating documents; (s) the definitive form of certificate representing the Common Shares and the Underlying Shares, when issued, will comply with the requirements of the TSXV and will not conflict with the Corporation's constating documents; (t) the Corporation is a reporting issuer or the equivalent in good standing under the Securities Laws of each of the provinces of British Columbia and Alberta and on the Closing Date in the province of Ontario; (u) the Corporation is pending in compliance in all material respects with its timely disclosure obligations under applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), activities, financial condition, capital or prospects of the Corporation, since the end of the Corporation's most recently completed financial year (for which audited statements are available), which has not been publicly disclosed in a filing made in accordance with applicable Securities Laws and there are currently no filings made (or required to be made) in accordance with applicable Securities Laws which are or were made on a confidential basis and which remains confidential; (v) except as disclosed to the Agents in writing, there are no actions, suits, proceedings or investigations, whether on behalf of or against the Corporation or the Material Subsidiaries, pending, or, to the knowledge of the Corporation, threatenedthreatened against or affecting the Corporation or the Material Subsidiaries, at law or in equity, before any court, arbitrator or any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could have a Material Adverse (w) the Corporation and the Material Subsidiaries are not in violation of any law, ordinance, administrative or governmental rule or regulation or court decree or judgement applicable to them, or their assets or properties, which violation, non-compliance or failure to obtain could, individually or in the aggregate, have a Material Adverse Effect on the Corporation, or which might reasonably be expected to materially and adversely affect the consummation by the Corporation of the transactions contemplated by the Offering Documents; (zx) each of the Corporation and the Material Subsidiaries holds all of the permits, licences and like authorizations necessary for them to carry on their business in each jurisdiction where such business is carried on, and each of the Corporation and the Material Subsidiaries respectively is not in default with respect to its applicable filings to be effected or conditions to be fulfilled in order to maintain such permits, licenses or like authorizations in good standing, except where such failure to hold or default, individually or in the aggregate, could not have a Material Adverse Effect on the Corporation; (y) except as disclosed in the Financial Statements, neither the Canada Revenue Agency nor any other taxation authority, foreign or domestic, has a current or subsisting assessment, claim or liability for taxes due or to become due in connection with any review or examination of the tax returns of the Corporation noror the Material Subsidiaries (including, without limitation, any predecessor companies) that could have a Material Adverse Effect on the Corporation, and, to the knowledge of the Corporation, no such assessments, claims or liabilities are being asserted or threatened by the Canada Revenue Agency nor any directorother taxation authority, officer, agent, employee, affiliate foreign or person acting on behalf domestic; (z) except as disclosed in writing to the Agents none of the Corporation is currently subject to or the Material Subsidiaries has any United States sanctions administered by material liabilities, contingent or otherwise, other than as disclosed in the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute Financial Statements or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACpublicly disclosed; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) knowledge of the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required there is no legislation or any other action undertaken by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income taxfederal, capital taxprovincial, payroll taxesstate, employer health taxmunicipal or governmental department, workers’ compensation paymentscommission, property taxesboard, custom and land transfer taxes)bureau, dutiesagency or instrumentality, royaltiesdomestic or foreign, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation which could have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thE

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, Agents and acknowledges that the Agents are relying upon such representations, representations and warranties in entering into this Agreement as of the date hereof and covenantsas of the Closing Time, that: (a1) the The Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) incorporated, validly existing and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite the corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificateslaws of Nevada, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been takeninstituted or are pending for the dissolution or liquidation or winding-up of the Corporation. (2) All of the equity interests of each the Subsidiaries are directly or indirectly legally and beneficially owned by the Corporation, free and clear of all liens, charges and encumbrances of any kind whatsoever. (3) Other than the Material Subsidiaries, the Corporation has no material subsidiaries. (4) The Subsidiaries are the only subsidiaries of the Corporation and each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and no proceedings have been instituted or are pending for the dissolution or liquidation or winding-up of the Subsidiaries. (5) Each of the Registration Statement and any post-effective amendment thereto has been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Corporation’s knowledge, contemplated. The Corporation has complied with each request (if any) from the Commission for additional information. (6) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the Rules and 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 Securities Act and the Rules and Regulations. Each preliminary prospectus delivered by the Corporation to the Agents 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 ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (7) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, 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 Exchange Act. (8) The interactive data in eXtensible Business Reporting Language (XBRL) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. (9) The Corporation was at the time of filing the Registration Statement, and remains, eligible to use Form S-3 under the Securities Act. The sale of the Offered Shares and the Registered Direct Shares hereunder complies with the requirements of General Instruction I.B.6 of Form S-3. (10) Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this Section 7(10)) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Corporation by the Agents expressly for use therein. (11) No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (12) At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Offered Shares and the Registered Direct Shares and at the date hereof, the Corporation was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Corporation be considered an ineligible issuer. (13) The Corporation is an “emerging growth company” as defined in Section 2(a) of the Securities Act. (14) MNP LLP, which certified the financial statements and supporting schedules incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, are independent public accountants as required by the Securities Act, the Rules and Regulations and the Public Company Accounting Oversight Board. (15) The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Corporation at the dates indicated and its results of operations, shareholders’ equity and cash flows for the periods specified; said financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the Securities Act or the Rules and Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. (16) The Corporation is not and during the past three years neither the Corporation nor any predecessor was: (A) a “blank check company,” as defined in Rule 419(a)(2) under the Securities Act, (B) a “shell company,” as defined in Rule 405 under the Securities Act, or (C) an issuer for an offering of “▇▇▇▇▇ stock,” as defined in Rule 3a51-1 under the Exchange Act. (17) The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on the NYSE American. There is no action pending by the Corporation or, to the Corporation’s knowledge, the NYSE American or the Commission to delist the Common Shares from the NYSE American, nor has the Corporation received any notification that the NYSE American is contemplating terminating such listing. When issued, the Offered Shares and the Registered Direct Shares will be listed on the NYSE American. (18) No approval of the shareholders of the Corporation is required for purpose of, or in connection with, the Offering or the Registered Direct Offering pursuant to the rules of the NYSE American. (19) As at the date hereof, the Corporation is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in material default of any requirement of the Applicable Securities Laws and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Qualifying Authorities. (20) None of the Qualifying Authorities, the Commission, any other securities regulatory authority, any stock exchange nor any similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation or the use of any Offering Document, and no proceedings for such purposes have been instituted or are pending or, to the knowledge of the Corporation, are pending for the dissolution or liquidation threatened. (21) The authorized capital of the Corporation; (d) Corporation consists of 50,000,000 Common Shares. All of the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules issued and regulations (including all applicable federal, national, provincial, municipal, outstanding Common Shares are fully paid and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-assessable and have been duly and validly authorized and issued in compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the applicable Laws. The Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of for issuance and sale pursuant to this Agreement and the Corporation Registered Direct Shares have been duly authorized for issuance and this Agency Agreement has been executed sale pursuant to the Subscription Letters and when issued and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating pursuant to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option CertificatesSubscription Letters, and the fulfilment respectively, against payment of the terms hereof consideration set forth herein and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, therein will be validly issued as fully paid and non-assessable Common Shares;. (j22) None of the Compensation Options have beenreports and other documents previously published or filed by the Corporation with, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of furnished by the Corporation consists of an unlimited number of Common Sharesto, of whichthe Qualifying Authorities and the Commission since January 1, 2018 (the “Continuous Disclosure Materials”) contains any misrepresentation, as of May 20the date of the statements in the Continuous Disclosure Materials, 2015and each of the Continuous Disclosure Materials was prepared in accordance with and complies in all material respects with Applicable Securities Laws and the Corporation has not failed to file, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares;publish or furnish any report or other document required to be filed, published or furnished under Applicable Securities Laws. (m23) the Corporation is not aware of No person, firm or corporation has any legislationagreement, option, right or proposed legislation published by a legislative bodyprivilege, which it anticipates will materially and adversely affect the businesswhether pre-emptive, affairs, operations, assets, liabilities (contingent contractual or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of, any of the unissued shares of the Corporation or conversion intoany of the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Corporation or any unissued sharesof the Subsidiaries. (24) Each of the Corporation and the Subsidiaries has the requisite corporate power or limited liability company power and capacity to own the assets owned by it and to carry on the business carried on by it, securitiesand each of the Corporation and the Subsidiaries holds all material licenses and permits that are required for carrying on its business in the manner in which such business has been carried on and is duly qualified to carry on business in all jurisdictions in which it carries on business. (25) The Corporation and the Material Subsidiaries, warrants or convertible obligations as applicable, have good title to the Material Properties, free and clear of all material liens, charges and encumbrances of any nature of kind whatsoever other than the Corporation;royalties set forth in the Offering Documents and encumbrances registered as security for such royalty obligations. (p26) since December 31All material property, 2013options, leases, concessions, claims or other, direct or indirect, interests in natural resource properties and surface rights for exploration and exploitation, extraction and other material mineral property rights in which the Corporation or Subsidiaries holds an interest or right (collectively, the “Property Rights”) are or will be completely and accurately described in the Preliminary Prospectuses and the Final Prospectuses and the Corporation or the Subsidiaries is the legal and beneficial owner of such Property Rights, and the Property Rights are in good standing and are valid and enforceable and are free and clear of any liens, charges or encumbrances of any kind whatsoever, except as disclosed in the Public Record:Preliminary Prospectuses and the Final Prospectuses. (i27) there has not been No material Property Rights, easements, rights of way, access rights (including any material change in mineral, geothermal and water rights) other than the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results Property Rights are necessary for the conduct of operations the business of the Corporation and the Subsidiaries as currently being conducted, and there are no material restrictions on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt ability of the Corporation on a consolidated basis; and (iii) or the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairlySubsidiaries to use or otherwise exploit any such Property Rights, in all material respectsand there is no claim, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, basis for a claim that are pending or affecting may adversely affect such rights in any respects. (28) The Corporation and the Subsidiaries have all material licenses, registrations, qualifications, permits, consents and authorizations necessary for the conduct of the business of the Corporation at law and the Subsidiaries as currently conducted, and all such licenses, registrations, qualifications, permits, consents and authorizations are valid and subsisting and in good standing in all material respects. (29) There are no agreements, contracts, arrangements or in equity understandings (whether in any court, arbitration written or similar tribunaloral) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge documents of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened;of any third party, required to be described in the Offering Documents which have not been described and/or filed as required pursuant to the U.S. Securities Laws, as applicable. (z30) neither The Corporation has not granted to any person any pre-emptive rights, rights of first refusal, or any similar rights with respect to any Common Shares or other securities of the Corporation. Other than the Registered Direct Purchasers with respect to the Registered Direct Shares offered and sold pursuant to the Registered Direct Offering Documents, no person has the right, contractual or otherwise, to require the Corporation nor, to register under the knowledge Securities Act or qualify for distribution under Canadian Securities Laws any Common Shares or other securities of the Corporation, or to include any directorsuch Common Shares or other securities in the Offering Documents, officer, agent, employee, affiliate or person acting on behalf whether as a result of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control filing of the United States Treasury Department Offering Documents (“OFAC”); or the documents incorporated by reference) or the sale of the Offered Shares as contemplated thereby or otherwise. (31) All assessments or other work required to be performed in relation to the material mining claims and/or concessions and the mining rights with respect to the Material Properties in order to maintain the Corporation’s interest therein have been performed to date or the requisite payments in lieu thereof have been made to date, and the Corporation will not directly or indirectly use and the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) Subsidiaries have complied in all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed respects with all appropriate Governmental Authorities and all such returnsapplicable Laws in this connection as well as with regard to legal, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure contractual obligations to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to ththird part

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to the Agents, Underwriters (on their own behalf and acknowledges on behalf of each of the Purchasers) that as at the Agents are relying upon such representations, warranties and covenants, thatdate hereof: (a) the Corporation (i) has been duly incorporated and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect laws of all material corporate filings and is in good standing under such Act; (ii) its governing jurisdiction, has all requisite corporate power, power and authority and capacity is duly qualified to carry on its business as now conducted and to own, own or lease and operate its properties and assets (including as described in and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into carry out its obligations under this Agency Agreement and the certificates representing the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderWarrants; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (wc) the Corporation has complied in all material respects with requirements to file all reportsno subsidiaries or affiliates other than the Subsidiaries, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act each Material Subsidiary and the rules Corporation’s direct and regulations indirect holdings in each such Material Subsidiary are as set out in Part 1 of the SEC promulgated thereunder. The financial statements of Schedule “B” and the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any actionbeneficially owns, directly or indirectly, that has resulted or would result in a violation the percentage indicated therein of the Foreign Corrupt Practices Act of 1977 (United States), as amended, issued and outstanding shares in the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use capital of the mails Material Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any means right capable of becoming a right, agreement or instrumentality option, for the purchase from the Corporation of interstate commerce corruptly any interest in furtherance any of an offer, payment, promise to pay such shares or authorization for the issue or allotment of any unissued shares in the capital of any of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) Subsidiaries or any “foreign public official” (as other security convertible into or exchangeable for any such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsshares; (yd) each Subsidiary has been duly incorporated or formed and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets; (e) no Subsidiary (other than a Material Subsidiary) has any assets or liabilities which are material to the Corporation and its Subsidiaries, taken as a whole, or is a party to any agreement which is material to the Corporation and its Subsidiaries, taken as a whole, and no material revenues are booked through any Subsidiary (other than the Material Subsidiaries); (f) the operations Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any person, other than: (i) the Subsidiaries; and (ii) approximately 16.5% of the currently outstanding voting shares of Virginia Energy Resources Inc.; (g) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement and the certificates representing the Compensation Warrants and the issuance of the Offered Shares and the Compensation Warrant Shares and the completion of the transactions contemplated hereby, have been made or obtained, subject to (i) the Corporation making application to the Exchange to accept notice of the Offering and list the Offered Shares and Compensation Warrant Shares, and any conditions and exceptions specified by the Exchange as a condition of accepting such notice and listing the Offered Shares and Compensation Warrant Shares, (ii) the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Offered Shares in the United States, if applicable, and all amendments required to be filed as a result of subsequent sales of Offered Shares in the United States, if applicable, and (iii) the Corporation filing within prescribed time periods any notices required to be filed with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act; (h) the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements or prohibiting the trading of any of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) Corporation’s issued securities has been issued and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (zi) neither the Corporation nor, to definitive form of certificate representing the knowledge Common Shares is in proper form under the laws of the Province of Ontario and complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bbj) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the fiscal year ended December 31September 30, 2014 2012 and delivered their auditors’ report thereto are independent public accountants the unaudited interim consolidated financial statements of the Corporation for the three and nine month periods ended June 30, 2013 (collectively, the “Financial Statements”) (i) have been prepared in accordance with the requirements of the International Financial Reporting Standards (“IFRS”), consistently applied throughout the periods referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as required by at such dates and results of operations of the Canadian Securities LawsCorporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements; (cck) there during the past three years, the Corporation has not been declared or paid any “reportable event” (within the meaning dividends or declared or made any other payments or distributions on or in respect of National Instrument 51- 102 - Continuous Disclosure Obligations any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with the Corporation’s Auditorsrespect to such shares; (ddl) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by each of the Corporation and the Subsidiaries have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All ; all tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where misleading; to the inaccuracy or failure to file such documents would not constitute an adverse material fact knowledge of the Corporation or result in a Material Adverse Effect. No Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or any Subsidiary; (m) the auditors of the Corporation who audited the consolidated financial statements of the Corporation for the fiscal year ended September 30, 2012 and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws; (n) there has never been a reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure) with the present or former auditors of the Corporation, ; (o) each of the Corporation and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any casedifferences; (p) each of the Corporation and the Subsidiaries has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Corporation’s board of directors considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS; (q) the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; each member of the audit committee is “independent” within the meaning of such instrument; (r) as at the Closing Date, except where such examinationsin respect of the Rights Plan and except for the Compensation Warrants and as set forth in Schedule “C” to this Agreement, issues no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or disputes any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (s) except as disclosed in the AIF and/or the MD&A, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their respective property is subject that would not constitute an result individually or in the aggregate in a material adverse material fact change in the operation, business or condition of the Corporation or any Subsidiary, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, a Subsidiary or any of their respective properties; (t) except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Corporation or any of the Subsidiaries; (u) the Corporation is a reporting issuer under the Applicable Securities Laws in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Newfoundland and Labrador; the Corporation is not in default in any material respect of any requirement of the Applicable Securities Laws of the Qualifying Jurisdictions nor is included in a list of defaulting reporting issuers maintained by the Securities Commissions. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change; (v) the execution and delivery of each of this Agreement and the certificates representing the Compensation Warrants and the compliance with all provisions contemplated thereunder, the offering and sale of the Offered Shares and the issuance of the Compensation Warrant Shares does not and will not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and prescribed forms of the Exchange; (ii) result in a Material Adverse Effectbreach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with: (1) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any Subsidiary; (ee2) neither to the best of the Corporation’s knowledge, any statute, rule, regulation or law applicable to the Corporation or any Subsidiary, including, without limitation, the Applicable Securities Laws of the Qualifying Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary; or (3) any Material Agreement; and (iii) give rise to thany lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or any Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any Subsidiary or any of their respective properties; (w) upon the execution and delivery thereof, each of this Agreement and the certificates representing the Compensation Warrants shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (x) at the Time of Closing, all necessary corporate action will have been taken by the Corporation to: (a) validly issue the Offered Shares as fully paid and non-assessable securities in the capital of the Corporation; (b) validly create, authorize and issue the Compensation Warrants; and (c) allot, reserve and authorize the issuance of the Compensation Warrant Shares, as fully paid and non-assessable securities in the capital of the Corporation upon the due exercise of the Compensation Warrants; (y) the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, an unlimited number of preferred shares issuable in series and an unlimited number of Series A preferred shares, of which, as of September 27, 2013, 949,860,428 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued and outstanding; (z) all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Underwriters, including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading; (aa) the Corporation made available to the respective authors thereof prior to the issuance of the Technical Reports, for the purpose of preparing the Technical Reports, as applicable, all information requested, and to the knowledge of the Corporation,

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to for the Agents, and acknowledges that benefit of the Agents are relying upon such representations, warranties and covenants, thatSubscribers as follows: (a) the Corporation is (iand will be at the Closing Time) is duly amalgamated under a reporting issuer in the Business Corporations Act (Provinces of Ontario) (the “Act”) , Alberta and is up-to-date in respect of all material corporate filings British Columbia, and is in good standing compliance with all material obligations under Applicable Securities Laws of such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderjurisdictions; (b) the Corporation does not have any material subsidiarieshas been duly incorporated and organized and is validly subsisting under the laws of the Province of Ontario and has all requisite corporate power and authority to own its assets and to carry on its business as currently conducted; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted is conducting its business in compliance, in all material respects, compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably will at the Closing Time be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing, except in respect of matters which do not and will not result in any adverse material change in respect of the Corporation, and except for the failure to be so qualified or the absence of any such license, registration or qualification which does not and will not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis; (ed) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) duly authorize the execution and delivery of this Agency Agreement subscription agreement and such other agreements and instruments and the Compensation Option Certificates, and the performance consummation of the transactions contemplated hereby thereby and therebyso as to validly create, including issue and deliver the Debentures and Warrants subscribed thereby and to validly create and irrevocably allot for issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario)Underlying Securities; (he) except for the Corporation is neither in default or in breach in any post-closing notice filings required under applicable United States federal or state securities lawsmaterial respect of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof subscription agreement by the Corporation, including the issuance performance and compliance with the terms of this subscription agreement, the issue and sale of the Offered SharesDebentures and Warrants, do not and the issue of the Underlying Securities will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading result in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance breach of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed be in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether or create a state of facts which, after notice or lapse of time time, or both, (A) would constitute a default either directly or indirectly under any statute, rule term or regulation applicable to the Corporation, including Applicable Securities Laws; (B) provision of the constating documents, by-laws or resolutions of the Corporation; (C) the terms of Corporation or any Debt Instrument, Material Agreement, material mortgage, note, indenture, contract, agreement, instrument, lease or any other material agreement document to which the Corporation it is a party or by which they are it is bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (uf) to the knowledge Common Shares issuable upon exercise of the Corporationconversion rights under its Debentures, no agreement is if and when issued in force or effect which in any manner affects accordance with the voting or control of any Debentures, as applicable, and the Common Shares issuable upon exercise of the securities of Warrants, if and when issued in accordance with the CorporationWarrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable; (vg) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation is not included in a list of defaulting reporting issuers maintained connection with the execution and delivery or with the performance by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects this subscription agreement except in compliance with the rules and regulations of the TSXVTSX; (wh) to the best of the Corporation’s knowledge, information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination; (i) there has been no adverse material change in relation to the Corporation since May 14, 2008, and no adverse material fact exists in relation to the Corporation or its securities which, in either case, has not been generally disclosed or disclosed in the Corporation’s Information Record; (j) this subscription agreement and all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and (k) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents intends that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) net proceeds of the U.S. Exchange ActOffering will be used substantially in the manner specified in Schedule “B” hereto. (l) Forthwith after the Closing, including the exhibits thereto Corporation shall file such forms and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or required under the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will relating to the Offering and any further documents as may be promptly paid required by any applicable regulatory authority which, without limiting the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements generality of the Corporation for the year ended December 31foregoing, 2014 shall include a Prospectus and delivered their auditors’ report thereto are independent public accountants Registration Exemptions Form 45-106F1 as required prescribed by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th45-106.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, Agent and acknowledges that the Agents are Agent is relying upon such representationsrepresentations and warranties, warranties and covenants, thatas follows: (a) the Corporation (i) has been duly incorporated, amalgamated or continued and is duly amalgamated validly subsisting under the Business Corporations laws of Nevada; (b) the Corporation has no active or material Subsidiary, as such term is defined in the Securities Act (Ontario); (c) with respect to the Corporation, except to the extent that any violation or other matter referred to in this subparagraph does not have a material adverse effect on the business, financial condition, assets, properties, liabilities or operations of the Corporation (the “ActProperty”) (A) the Corporation is not in violation of any applicable federal, state or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters (collectively, “Environmental Laws”); (B) the Corporation has operated its business at all times and is up-to-date in respect have received, handled, used, stored, treated, shipped and disposed of all material corporate filings contaminants without violation of Environmental Laws; (C) the Corporation has had no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems that have not been remedied; (D) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Corporation; (E) the Corporation has not failed to report to the proper federal, state, local or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign the occurrence of any event which is required to be so reported under Environmental Laws; (F) the Corporation holds all licenses, permits and approvals required under any Environmental Laws in good standing connection with the operation of its business and the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by the Corporation, and (B) notifications relating to reclamation, remediation or similar obligations under Environmental Laws, the Corporation has not received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any licence, permit or approval issued pursuant thereto, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (G) Except as allowed by law, the Property has not, does not, and will not contain any chemical or other substance that is prohibited, limited or regulated by law, or that might pose a hazard to health or safety (including, but not limited to, asbestos, asbestos-containing materials, radon gas, urea formaldehyde foam insulation and polychlorinated biphenyls ; or any other substance deemed to be a “hazardous material,” “toxic substance,” “hazardous substance,” “hazardous waste” or “solid waste (collectively “Hazardous Substances”), by, without limiting the generality of the foregoing, the United States Environmental Protection Agency or in the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the National Environmental Policy Act of 1969, the Superfund Amendment and Reauthorization Act of 1986 AND Title III of the Superfund Amendment and Rehabilitation Act, Nevada Revised Statutes Chapter 40 and Chapter 459, or any and all regulations promulgated under any such Actlaw; or any and all similar or successor laws. (iid) the Corporation has all requisite corporate powercapacity, power and authority and capacity to carry on its business as now conducted and as presently proposed to be conducted by it and to own, lease and operate its properties assets and assets (including as described in the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder of this Agreement, the Subscription Agreements and thereunder; (b) to undertake the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated Offering and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingother transactions contemplated herein; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by authorized capital of the Corporation so consists of 200,000,000 common shares, of which 19,950,000 common shares and no preferred shares are issued and outstanding as to validly issue at the date hereof, all of which shares are fully paid and sell the Offered Shares and to issue the Compensation Optionsnon-assessable; (f) except for the approval minutes of the TSXV Directors’ and any post-closing notice filings required under applicable United States federal or state securities laws, Shareholders’ meetings of the Corporation as provided to Agent’s counsel are true and correct and contain all consents, approvals, authorizations the resolutions of the directors and corporate action have been taken and all necessary documents have been delivered and executed with respect to shareholders as of the Offeringdate hereof; (g) other than pursuant to the execution and delivery provisions of this Agency Agreement and the Compensation Option CertificatesAgreement, and the performance as of the transactions contemplated hereby and therebydate of this Agreement, including the issuance and sale of the Offered Sharesno person, have been duly authorized by all necessary corporate action firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether preemptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than 750,000 outstanding stock options issued to directors, officers, employees and key consultants of the Corporation under the Corporation’s stock option plan; (h) each of this Agency Agreement has been Agreement, the Subscription Agreements, Broker’s Warrants, Warrants and Penalty Warrants (collectively, the “Transaction Documents”) have been, or will be, upon execution thereof, duly authorized, executed and delivered by the Corporation and constitutes constitute, or will constitute when executed, a legal, valid and binding obligation of the Corporation, Corporation enforceable against the Corporation in accordance with its terms, provided that terms except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, that (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (iii) equitable remedies, including, without limitation, specific performance and other equitable remedies injunctive relief, may only be granted only in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have beenCorporation is not in default or breach of, and the execution and delivery of, and the compliance with the terms of, the Transaction Documents will not result in a material breach of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and does not and will not conflict with: (i) any material statute, rule or regulation applicable to the Corporation; (ii) any of the terms, conditions or provisions of the constating documents or by-laws or resolutions of the Corporation; (iii) any material trust indenture, agreement, instrument, lease or other document (“Material Contract”) to which the Corporation is a party or by which the Corporation is a party or will be contractually bound as of the Closing Time; or (iv) any material judgment, decree or order binding on the Corporation, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation any of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Sharesits assets; (j) all Material Contracts to which the Compensation Options Corporation is a party are in good standing and in full force and effect unamended and no material default or breach exists in respect of any of them on the part of any of the parties to them and no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach and which would have been, or prior to a material adverse effect on the Closing Time will be duly Corporation; the foregoing includes all the presently outstanding Material Contracts entered into by the Corporation in the course of carrying out its operations and validly authorized and createdall operations related thereto; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital audited annual financial statements of the Corporation consists as at and for the year ended December 31, 2004 and the unaudited financial statements of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislationfor the period ending March 31, or proposed legislation published by a legislative body2005 (collectively, which it anticipates will materially the “Financial Statements”), delivered to the Agent (i) are, in all material respects, consistent with the books and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects records of the Corporation on a consolidated basis; (ii) contain and reflect all material adjustments for the fair presentation of the consolidated results of operations and the financial condition of the business of the Corporation for the periods covered thereby in accordance with generally accepted accounting principles in the United States, consistently applied; and (iii) present fully, fairly and correctly, the consolidated material assets and financial condition of the Corporation as at the date thereof and the results of operations and the changes in financial position for the period then ended; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (il) there has not been any material change in the consolidated assets, liabilitiesliabilities or obligations (absolute, obligations contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since June 30, 2005; and since that date and except as publicly disclosed, there have been no material facts, transactions, events or occurrences which could reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation on a consolidated basisCorporation; (iim) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, suits, proceedings or investigations (whether or not purportedly by or on behalf inquiries, including, to the best of the Corporation) that have been made to the Corporation or’s knowledge, to the knowledge of the Corporation, that are pending or threatened against or affecting the Corporation claiming an amount in excess of $50,000 in the aggregate, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board board, bureau, agency or agency, domestic or foreign, instrumentality which in any way could reasonably be expected to materially adversely affect the capital assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation (on a consolidated basis) or any of the material properties or assets of the Corporation and the Corporation has no knowledge of any existing ground on which any such suit, proceeding or inquiry might be commenced with any reasonable likelihood of success; (n) the Corporation and any predecessor corporation have filed all necessary tax returns and notices required to be filed by them and the Corporation is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon with respect to itself where, in any of the above cases, it could reasonably be expected to result in any material adverse change in the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise), prospects or results of operations of the Corporation (on a Material Adverse Effectconsolidated basis); (o) no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued that remains outstanding and, to its knowledge, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self-regulatory organization, the Corporation is not in default of any material requirement of any applicable securities legislation and, the Corporation is entitled to avail itself of the applicable prospectus exemptions available under such securities legislation in respect of the trades in its securities to Subscribers as contemplated in this Agreement; (p) the Corporation has no reason to believe that the Engineering Report by Arrakis, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ dated May 24, 2005, have been prepared other than in accordance with industry standards required by state and federal law; (q) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do any of the foregoing; (r) the representations, warranties and covenants made by the Corporation in the Subscription Agreements are, or will be, true and correct as of the date at which it are made and on the Closing Date; (s) the Corporation has full corporate power and authority to issue the Subject Securities on the applicable Closing Date, the Offered Securities will be duly and validly authorized, allotted and issued as fully paid and non-assessable, and the Penalty Warrants and Broker’s Warrant will be validly authorized and issued; (t) the execution Corporation has sufficiently provided for an adequate reserve related to present or future abandonment and delivery related costs; (u) the information and statements filed with the applicable securities regulators as at the date hereof, relating to the Corporation are true, correct, and complete and do not contain any misrepresentation, as of this Agency Agreement the respective dates of such information or statements, and no material change has occurred in relation to the Compensation Option CertificatesCorporation which is not disclosed in the documents filed with the applicable securities regulators, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do Corporation has not and will not filed any confidential material change reports which continue to be confidential; (as the case may bev) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party “reporting company”, being an issuer that has a class of securities registered under Section 12(b) or by which they are bound; or (DSection 12(g) any judgment, decree or order binding the Corporation or the respective property or assets of the CorporationSecurities Exchange Act of 1934 or is required to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 not in default of applicable securities legislation, and is not, to the best of its knowledge, in material default of securities legislation or subject to any cease trade order or other restriction on the transfer of its securities; (uw) Pacific Stock Transfer Company at its principal office in ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, is the duly appointed registrar and transfer agent of the Corporation with respect to the common shares; (x) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any insider of the Corporation has a present intention to sell any securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained held by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the any and all operations of the Corporation are, and have been conducted at all times, in accordance with good industry practices and in material compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States)laws, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelinesregulations, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) orders and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge directions of the Corporation, threatenedgovernment and other competent authorities; (z) neither subject to the rights granted to it under the various option agreements referred to in the Corporation’s public filings and the Disclosure Statement, the Corporation norhas all right, title and interest to the knowledge all of its properties, all of the Corporation, any director, officer, agent, employee, affiliate or person acting resources on behalf of its properties including the Corporation is currently subject irrevocable right to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department produce and sell all material resources extracted from its properties (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing this clause, the activities foregoing is referred to as the “Interest”), subject always to applicable laws and regulation, and does represent and warrant that, other than liens arising in the ordinary course of business, (i) the Corporation has not alienated or encumbered the Interest or any person currently subject to part or portion thereof; (ii) the Corporation has not committed and is not aware of there have been committed any United States sanctions administered by OFACact or omission whereby the Interest or any part or portion thereof may be cancelled, terminated or otherwise impacted; and (iii) the Interest is now free and clear of all liens, conversion rights, encumbrances and other claims of third parties whatsoever; (aa) all filings and fees required to be made and paid by the Corporation pursuant has caused its employees and consultants, on an ongoing basis, in connection with the day-to-day operation of its business, to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Timereview all documents, correspondence and other material relating to its properties; (bb) other than the Corporation’s Auditors who audited Agent, there is no person, firm or company acting or purporting to act at the consolidated financial statements request of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, who is entitled to any brokerage or finder’s fee in connection with the transactions contemplated herein and in the event that any caseperson, except where such examinations, issues firm or disputes would not constitute an adverse material fact company acting or purporting to act for the Corporation at the request of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thCor

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent, and acknowledges that the Agents are Agent is relying upon such representationsrepresentations and warranties in connection with its execution and delivery of this Agreement and the completion of the Offering, warranties as of the Closing Date and covenantsthe Over-Allotment Option Closing Date, thatas the case may be, as follows: (a) the Corporation (i) is a corporation duly amalgamated organized and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) and is up-to-date jurisdiction in respect of all material corporate filings and is in good standing under such Act; (ii) which it was incorporated, has all requisite corporate power, power and authority and capacity is duly qualified and holds all necessary material permits, licences and authorizations (collectively, the “Material Permits”) necessary or required to carry on its business as now conducted and to own, lease and or operate its properties and assets (including as described in and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into each of this Agency Agreement Agreement, the Warrant Certificates and the Compensation Option Broker Warrant Certificates, (collectively, the “Transaction Documents”) and to carry out the provisions contained in its obligations hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations Material Permits which are so required are valid and qualifications are valid, subsisting and in good standing and it none of the same contains any term, provision, condition or limitation which has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could would reasonably be expected to have affect or restrict in a materially adverse manner the operation of the business of the Corporation, as now carried on or proposed to be carried on, as set out in the Prospectus, and the Corporation is not in breach thereof or in default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and Permits in good standing; (ec) the Corporation is and at all necessary corporate action times has been taken in material compliance with each Material Permit held by it and is not in violation of, or will have been taken prior to the Closing Time by in default under, any such Material Permit in any material respect, except in any case where the Corporation so as to validly issue has received a valid and sell the Offered Shares and to issue the Compensation Optionseffective waiver of such violation or default; (fd) except for the approval each of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option CertificatesTransaction Documents, and the performance by the Corporation of its obligations hereunder and thereunder, the transactions contemplated hereby and thereby, including the issuance issue and sale of the Offered SharesSecurities, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered performance by the Corporation of its obligations thereunder and constitutes a valid and binding obligation the consummation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof transactions contemplated by the Corporation, including the issuance and sale of the Offered SharesTransaction Documents, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a material default under, under (whether after notice or lapse of time or both, ) (A) any statute, rule or regulation applicable to the Corporation, Corporation or the Subsidiary including Applicable Securities LawsLaws or the rules and regulations of the TSXV or NASDAQ; (B) the constating documents, by-laws or resolutions of the CorporationCorporation or the Subsidiary which are in effect at the date hereof; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or any other material agreement document to which the Corporation or the Subsidiary is a party or by which they are the Corporation or the Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or the Subsidiary or any of their respective property properties or assets of the Corporationassets; (ue) to other than the knowledge of the CorporationVoting Agreement, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the CorporationCorporation to which the Corporation is a party or of which the Corporation is aware; (vf) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiary, which is not included in a list of defaulting reporting issuers maintained wholly-owned by the Securities Commissions Corporation, and all of the issued and outstanding shares of the Subsidiary are issued as fully paid and non-assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiary of any interest in any of the shares of the Subsidiary or for the issue or allotment of any unissued shares in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations capital of the TSXVSubsidiary or any other security convertible into or exchangeable for any such shares of the Subsidiary; (wg) the Corporation Subsidiary is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has complied in all requisite corporate power and authority and is duly qualified and holds all necessary material respects with requirements to file all reportspermits, schedules, forms, statements licences and other documents that it is authorizations necessary or required to file under the U.S. Exchange Actcarry on its business as now conducted and to own, including pursuant to Section 13(a) lease or 15(d) of the U.S. Exchange Act, including the exhibits thereto operate its properties and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis assets and no steps or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements proceedings have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)taken by any person, except as may be otherwise specified in such financial statements voluntary or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPotherwise, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsrequiring or authorizing its dissolution or winding up; (xh) the Subsidiary has no material assets or liabilities, is not party to any material agreement and no material revenues are booked through the Subsidiary; (i) neither the Corporation nor, to nor the knowledge Subsidiary is in default or in breach in any material respect of the Corporationconstating documents, by-laws or resolutions of its directors or shareholders or any directormortgage, officernote, agentindenture, employeecontract, affiliate agreement, joint venture, partnership, instrument, lease or other person acting on behalf document to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is bound; (j) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of the Corporation is aware of or has taken any actionTransaction Documents, directly or indirectly, that has resulted or would result in a violation (ii) the issuance of the Foreign Corrupt Practices Act of 1977 (United States), as amendedSecurities, and (iii) the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use completion of the mails transactions contemplated hereby, have been made or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOAobtained, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (yk) the operations currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and on the NASDAQ and no order ceasing or suspending trading in the Common Shares or prohibiting the trading of any of the Corporation are, and have Common Shares has been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) issued and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is proceedings for such purpose are pending or, to the knowledge of the Corporation, threatenedthreatened other than: (i) the letter of the NASDAQ dated July 19, 2017 with respect to the Company’s failure to maintain a minimum US$1.00 closing bid price of US$1.00 per share as required by NASDAQ listing rule 5550(a)(2); and (ii) the letter of the NASDAQ dated July 20, 2017 with respect to the Corporation’s failure to maintain a minimum market value of listed securities of US$35 million as required by NASDAQ listing rule 5550(b)(2), in each case, as disclosed in the Prospectus; (zl) neither the Corporation nornor the Subsidiary has approved, is contemplating, or has entered into any agreement in respect of, and neither the Corporation nor the Subsidiary has any knowledge of: (A) the purchase of any property material to the knowledge Corporation or the Subsidiary or assets or any interest therein or the sale, transfer or other disposition of any property material to the Corporation or the Subsidiary or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiary whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf property and assets of the Corporation is currently subject to any United States sanctions administered by or the Office of Foreign Assets Control Subsidiary) of the United States Treasury Department (“OFAC”); and Corporation or the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACSubsidiary; (aam) the Financial Statements have been prepared in accordance with IFRS accepted in Canada and consistently applied throughout the period referred to therein, contain no misrepresentation and present fully, fairly and correctly, in all filings and fees required to be made and paid by material respects, the financial condition of the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by and the Subsidiary as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation following and the Closing TimeSubsidiary for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and the Subsidiary and there has been no change in accounting policies or practices of the Corporation and the Subsidiary since September 30, 2017, other than as required by IFRS or as disclosed in the Financial Statements; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (ddn) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the Subsidiary have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiary have been filed with all appropriate Governmental Authorities governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading misleading, except where the inaccuracy or such failure to file such documents would not constitute an adverse material fact of the Corporation or result in have a Material Adverse Effect. No To the best of the Corporation’s knowledge, no examination of any tax return of the Corporation of the Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority governmental authority respecting any taxes Taxes that have been paid, or may be payable, by the CorporationCorporation or the Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or result in the Subsidiary or have a Material Adverse Effect; (eeo) other than in respect of the Concurrent Offering, no holder of outstanding shares in the capital of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation and, other than as set out in Schedule “B” attached hereto, no rights, warrants or options to acquire, or instruments convertible into or exercisable or exchangeable for, any shares in the capital of the Corporation or the Subsidiary are outstanding; (p) all documents in the Disclosure Record contain no misrepresentation as of the date of the statements in the Disclosure Record and were prepared in accordance with and comply with Applicable Securities Laws of the Canadian Selling Jurisdictions; (q) no legal or governmental proceedings or inquiries are pending to which the Corporation or the Subsidiary is a party or to which their respective properties are subject that would result in the revocation or modification of any material contract, order, certificate, right, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or the Subsidiary which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or the Subsidiary or with respect to their respective properties; (r) the Corporation is the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, of the interests in personal property referred to as owned by it in the Prospectus, and all material agreements under which the Corporation holds an interest in personal property are in good standing according to their terms; (s) neither the Corporation nor the Subsidiary is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to thwhich it is a party or by which it or its property may be bound; (t) the Corporation or the Subsidiary, as applicable, owns or has the right to use under license, sub-license or otherwise all Intellectual Property used by the Corporation or the Subsidiary; (u) any and all of the agreements and other documents and instruments pursuant to which the Corporation or the Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. Neither the Corporation nor the Subsidiary is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or the Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim. The properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiary are not subject to any right of first refusal or purchase or acquisition right; (v) the Transaction Documents have been or will be, as of the Closing Time, duly authorized and executed and delivered by the Corporation and constitute or will constitute valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as enforcement thereof may be limited by the Enforceability Qualifications; (w) at the Closing Time all necessary corporate action will have been taken by the Corporation to: (i) validly issue the Offered Shares as fully paid and non-assessable securities of the Corporation; (ii) validly create and issue the Warrants and Broker Warrants; and (iii) allot and reserve the Warrant Shares and Broker Shares, which upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (x) the authorized capital of the Corporation consists of an unlimited amount of Common Shares and an unlimited amount of preferred shares of which, as at the close of business on the Business Day immediately preceding the date hereof, 29,101,889 Common Shares and nil preferred shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. There is sufficient authorized capital for the issuance of all Common Shares issuable on exercise of all Securities and all outstanding convertible securities of the Corporation; (y) the Prospectus contains all material facts with respect to the Corporation, the Subsidiary, its material contracts and the Corporation’s business and does not contain a misrepresentation; provided, however, that this representation and warranty shall not apply to any statements made in reliance upon and conformity with information and statements relating solely to the Agent which has been provided by the Agent to the Corporation in writing specifically for use in the Prospectus; (z) except for the Corporation guaranteeing certain obligations of the Subsidiary under the Lease, neither the Corporation nor the Subsidiary has made any loans to or guaranteed the obligations of any person; (aa) with respect to each premises of the Corporation and the Subsidiary which is material to each of the Corporation and the Subsidiary and which each of the Corporation and the Subsidiary occupies as tenant (each, a “Leased Premises”), each of the Corporation and the Subsidiary occupies its respective Leased Premises and has the exclusive right to occupy and use such Leased Premises and each of the leases pursuant to which the Corporation and the Subsidiary occupies its respective Leased Premises is in good standing and in full force and effect; (bb) the Corporation does not have any loans or other indebtedness outstanding which have been made to any of its officers, directors or employees, past or present, any known holder of more than 10% of any class of shares of the Corporation, or any person not de

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants as follows to the Agents, Investor as at the date of this Agreement and acknowledges that the Agents are relying upon such representations, warranties and covenants, thatat each Closing Time: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) a valid and is up-to-date in respect of all material corporate filings subsisting corporation incorporated and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell laws of the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderProvince of British Columbia; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Sharescommon shares without par value, of which, which 95,580,210 are issued and outstanding as of May 20July 21, 20152016. The aforementioned outstanding common shares of the Corporation are fully paid and non-assessable; (c) upon payment of the First Tranche Price and Second Tranche Price therefor and their issuance, 100,675,988 Common the First Tranche Shares were outstanding and Second Tranche Shares will be duly and validly issued as fully paid and non-assessable Common Sharesassessable; (md) the financial statements of the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially filed on SEDAR have all been prepared in compliance with International Financial Reporting Standards accurately reflect the financial position and adversely affect the business, affairs, operations, assets, all material liabilities (accrued, absolute, contingent or otherwise) or prospects of the Corporation on a consolidated basisas of the date thereof; (ne) no order ceasing or suspending trading in any securities of the Corporation or prohibiting has complied and will comply fully with the material requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Acts and the Business Corporations Act (British Columbia), in relation to all matters relating to the Investment; (f) the issue and sale of the Offered Shares or Securities by the trading Corporation does not and will not conflict with, and does not and will not result in a breach of (i) any of the terms of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has incorporating documents or any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement instrument to which the Corporation is a party or by which they are bound; it is bound or (Dii) any judgmentapplicable laws including, decree or order binding without limitation, any applicable securities laws; (g) there are no judgments against the Corporation or its subsidiaries which are unsatisfied, nor is the respective property Corporation or assets of the Corporationits subsidiaries subject to any consent decrees or injunctions; (uh) to each of this Agreement, the knowledge CVR, the Notes and the GSA has been duly authorized by all necessary corporate action on the part of the Corporation, no agreement is and the Corporation has full corporate power and authority to execute and deliver each of this Agreement, the CVR, the Notes and the GSA and to observe and perform its obligations hereunder and, upon acceptance by the Corporation, each of this Agreement, the CVR, the Notes and the GSA will be a legal, valid and binding obligation of the Corporation enforceable against the Corporation subject to the general qualifications that: (i) enforceability may be limited by applicable bankruptcy, insolvency, winding-up, arrangement, moratorium, organization or other laws affecting creditors’ rights generally; and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in force or effect which the discretion of the court and therefore may not be available in any manner affects particular instance; (i) no order ceasing or suspending trading in securities of the voting Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or control its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (j) except for as provided in Schedule “G” (including warrants and options granted pursuant to the Corporation’s stock option plan), no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or its subsidiaries, or any other security convertible into or exchangeable for any such shares, or to require the Corporation or its subsidiaries to purchase, redeem or otherwise acquire any of the securities of the Corporationissued and outstanding shares in its capital; (vk) the Corporation and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; (l) the Corporation is a reporting issuer not included in a list default under the securities laws of defaulting reporting issuers maintained by each of British Columbia, Alberta, Ontario and Nova Scotia; (m) the Securities Commissions Corporation is duly qualified to carry on business in the Qualifying Jurisdictions Province of British Columbia and in particulareach other jurisdiction, without limiting if any, wherein the foregoingcarrying out of the activities contemplated makes such qualifications necessary; (n) except for as provided in the disclosure in all prospectuses, financial statements, management’s discussion and analyses, information circulars, annual information forms, press releases and material change reports filed with the applicable securities regulators and on SEDAR (the “Disclosure Documents”), the Corporation has at all relevant times complied with is not a party to any actions, suits or proceedings which could materially affect its obligations respective business or financial condition, and to make timely disclosure the best of all material changes relating to it, the Corporation’s knowledge no such disclosure has actions, suits or proceedings are contemplated or have been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to threatened; (o) as of the Corporation which has occurred and with respect to which time the requisite material change report has not been Disclosure Documents were filed with the Securities Commissions applicable securities regulators and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; on SEDAR (w) the Corporation has complied in all material respects with requirements to file all reportsor, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) if amended or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated superseded by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any this Agreement, then on the date of such extension. As filing): (i) each of their respective dates, the SEC Reports Disclosure Documents complied in all material respects with the respective requirements of the U.S. Exchange Act applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (p) all of the representations and warranties made by the Corporation in the CVR and the rules Notes are true and regulations of correct in all material respects; (q) the SEC promulgated thereunder. The financial statements Investor has not been provided with any information that constitutes a “material fact” or “material change” (as those terms are defined in Applicable Securities Laws) in the affairs of the Corporation included by the Corporation or any of its representatives that has not been generally disclosed to the public; (r) there are (a) no Liens (whether created by contract, operation of law or as a result of any court order or similar order or decree issued by any governmental authority whether pursuant to insolvency proceedings or otherwise) on the Claim Proceeding Rights and (b) with respect to any Collateral other than the Claim Proceeding Rights, there are no Liens (whether created by contract, operation of law or as a result of any court order or similar order or decree issued by any governmental authority whether pursuant to insolvency proceedings or otherwise) other than Permitted Liens; (s) with respect to the Claim Proceedings: (i) it is the sole legal and beneficial owner of, and has good title to, the Claim Proceedings, free and clear of any adverse liens or claims from third parties; (ii) other than pursuant to the Investment it has not disposed of, transferred, encumbered or assigned all or any portion of such Claim Proceedings (or any interest therein) or any proceeds thereof, whether by way of security or otherwise (including any set off or agreement to set off any amounts related to the Claim Proceedings); (iii) it has not taken any steps or executed any documents, nor is it aware of any asserted or unasserted claim, lien or judgment against it, which could reasonably be expected, either individually or in the SEC Reports comply in all aggregate, to have a material respects with applicable accounting requirements and impact on the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPClaim Proceedings, and fairly present it is not aware of anyone else doing or purporting to do so; (iv) it has not received any notice, and is not otherwise aware, that the Claim Proceedings or any portion thereof is invalid or void; it has disclosed to the Investor all documentation and other information (in any and all material respects media) that the financial position Investor has requested and which is in its possession or control relevant to the Claim Proceedings (including the enforcement and collection of any related settlement, award or judgment); (v) there is no information in the knowledge, possession, or control of the Corporation as or any of and for its representatives that is or is likely to be material to the dates thereof Investor’s assessment of the Claim Proceedings that has not been disclosed to the Investor; and the results Corporation believes (and does not have, and has not been informed by any of operations its representatives of, any belief to the contrary), based on the information available to it at this time, that the Claim Proceedings are meritorious and cash flows for likely to prevail; and (vi) it has full power and authority to bring the periods then ended, subject, in the case of unaudited statements, Claim Proceedings and has obtained all necessary corporate and other authorizations to normal, immaterial, year-end audit adjustmentsdo so; (xt) neither the Corporation nor, to the knowledge of the Corporation, nor any director, officer, agent, employee, affiliate affiliate, agent or other person associated with or duly acting on behalf of the Corporation or its affiliates is, or is aware of or has taken any action, directly or indirectlyindirectly owned or controlled by, a person that has resulted is currently the subject or would result in a violation the target of any sanctions administered or enforced by the Foreign Corrupt Practices Act of 1977 U.S. government (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Departments of State or Commerce and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United States Nations Security Council, the European Union, Her Majesty's Treasury Department or any other relevant sanctions authority (“OFAC”collectively, "Sanctions"), nor is the Company located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a "Sanctioned Country"); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements no action of the Corporation for in connection with (i) the year ended December 31execution, 2014 delivery and delivered their auditors’ report thereto are independent public accountants as required by performance of this Agreement, the Canadian Securities Laws; (cc) there has not been any “reportable event” (within Notes or the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thCVR,

Representations and Warranties of the Corporation. (1) The Corporation represents, hereby represents and warrants and covenants to the AgentsUnderwriters, and acknowledges intending that the Agents are relying same may be relied upon such representations, warranties and covenantsby the Underwriters, that: (a) each of the Corporation (i) and the Material Subsidiaries has been duly incorporated, continued or amalgamated and organized and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect laws of all material corporate filings and is in good standing under such Act; (ii) its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power, power and authority and capacity to carry on its business as now conducted and as contemplated by the Final Prospectus, and to own, lease and operate its properties and assets (including as described in assets, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderits obligations under this Agreement; (b) the only major operating subsidiaries of the Corporation does not have any material subsidiariesare listed in Schedule A; (c) no proceedings have been taken, instituted or, to the knowledge Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the CorporationMaterial Subsidiaries as set out in Schedule A, are pending for in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance other than as described in the dissolution Final Prospectus or liquidation of the CorporationIncorporated Documents; (d) the Corporation has conducted its business is a reporting issuer or the equivalent in complianceeach of the provinces of Canada and the Corporation is not in default of any of the requirements of the securities laws of such jurisdictions; (e) the Corporation was and is eligible to use the POP System and at the respective times of filing, in each of the Preliminary Prospectus and the Final Prospectus together with any Prospectus Amendment and any Supplementary Material have and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been filed, have and will provide full, true and plain disclosure of all material respectsfacts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and to the Securities and will not contain any misrepresentation (as defined in the Securities Act (Ontario)), provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters; (f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Common Shares or Warrants comprised in the Securities has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation's knowledge, threatened; (g) the Corporation's Common Shares are posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (h) other than options under the Corporation's Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares other than as set out in Schedule B; (i) as at January 31, 2003, the authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 87,696,002 Common Shares and no First Preferred shares are issued and outstanding; (j) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in compliance with all applicable laws, rules rules, regulations, tariffs, orders and regulations (directives, including without limitation, all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory body, of bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which its business is carried the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate be material. Each of the Corporation and is licensedthe Material Subsidiaries holds all certificates, registered or qualified authorities, permits, licenses, registrations and qualifications (collectively, the "AUTHORITIES") in all jurisdictions in which it owns, leases or operates its property or each carries on business to enable its business and which are material for and necessary or desirable to be carried carry on their respective businesses as now conducted conducted. To the best of the Corporation's knowledge, information and its property belief all the Authorities are valid and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting existing and in good standing and it none of the Authorities contain any burdensome term, provision, condition or limitation which has not or is likely to have any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as proposed to be conducted. Neither the Corporation nor any of the Material Subsidiaries has received a any notice of non-complianceproceedings relating to the revocation or modification of any of the Authorities which, nor knows singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, nor has reasonable grounds or any intention to know ofrevoke or cancel, any facts of the mining claims, concessions or leases comprising: (i) the Bogoso property; (ii) the Prestea property; (iii) the Paul Isnard property; (iv) theYaou and Dorlin properties; and (v) the Wassa property; (each as described in the Form 10-K of the Corporation dated March 25, 2002, collectively referred to herein as the "RESOURCE PROPERTIES", and the Bogoso property, the Prestea property and the Wassa property, collectively being referred to herein as the "MATERIAL RESOURCE PROPERTIES"); (k) the Corporation and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Incorporated Documents and other than such liens, charges and encumbrances that could give rise are not individually or in the aggregate material to a notice of non-compliance the Corporation or the Material Subsidiaries; (l) all interests in the Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with any such lawsgood and marketable title or are so leased with good and valid title, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them, except as set out in the Final Prospectus or the Incorporated Documents or as are not individually or in the aggregate material to the Corporation or Material Subsidiaries, or other than as would not have a material effect on the value of such interests; no other material property rights are necessary for the conduct or intended conduct of the Corporation's or the Material Subsidiaries' business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights, except as set out in the Final Prospectus or the Incorporated Documents; (m) (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of its business and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect; (en) all necessary corporate action has been taken or will have been taken prior to the Closing Time best of the Corporation's knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold or fee simple or otherwise (the "REAL PROPERTY"), or upon or within which it has operations, is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment. Except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary nor, to the Corporation's knowledge, any occupier of the Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material. Except in material compliance with applicable environmental laws, none of the Real Property has at any time been used by the Corporation so or a Material Subsidiary or, to the best of the Corporation's knowledge, information and belief by any other occupier, as a waste storage or waste disposal site. Except as disclosed in the Final Prospectus, the Corporation, on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the environment from any of the Real Property or operations thereon. Neither the Corporation nor any Material Subsidiary nor, to validly issue and sell the Offered Shares and best of the Corporation's knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife. To the Corporation's knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 6(1)(n), "HAZARDOUS MATERIAL" means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to issue cause, at some immediate or future time, harm or degradation to the Compensation Optionsnatural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined by applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or human health or wildlife; (fo) except as disclosed in the Final Prospectus or the Incorporated Documents, the Corporation and each of its Material Subsidiaries maintain appropriate insurance against loss of, or damage to, their assets for the approval all insurable risks on a repair, reinstatement or replacement cost basis, and all of the TSXV policies in respect of such insurance coverage are in good standing in all respects and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offeringnot in default; (gp) the consolidated audited financial statements of the Corporation for its fiscal years ended December 31, 1999, December 31, 2000 and December 31, 2001 and the unaudited interim financial statements of the Corporation for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 (collectively the "CORPORATION'S FINANCIAL STATEMENTS"), copies of which are incorporated by reference in the Preliminary Prospectus and the Final Prospectus, including any reconciliation of financial statements prepared in accordance with generally accepted accounting principles in Canada and with generally accepted accounting principles in the United States, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Corporation on a consolidated basis for the periods then ended and the Corporation's Financial Statements have been prepared in accordance with generally accepted accounting principles in Canada applied on a consistent basis, and comply as to form in all material respects with the applicable accounting requirements of the U.S. Securities Act and the U.S. Exchange Act, as applicable, and the related published rules and regulations thereunder; (q) the execution and delivery of and the performance by the Corporation of this Agreement and the Agency Agreement and the Compensation Option Certificates, and the performance consummation of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered SharesCommon Shares comprised in the Securities, the creation, issuance and sale of the Warrants comprised in the Securities, and the creation and issuance of the Underwriters' Warrants have been duly authorized by all necessary corporate action on the part of the Corporation Corporation; (r) this Agreement and this the Agency Agreement has have been duly executed and delivered by the Corporation and constitutes each such agreement is a legal, valid and binding obligation of the Corporationof, and is enforceable against against, the Corporation in accordance with its termsterms (subject to bankruptcy, provided that enforcement thereof may be limited by insolvency or other laws affecting creditors’ the rights of creditors generally, that specific performance and other the availability of equitable remedies may only be granted in and the discretion of a court of competent jurisdiction, qualification that the provisions thereof relating rights to indemnity, contribution indemnity and waiver of contribution may be unenforceable under applicable law and that enforceability is subject contrary to the provisions of the Limitations Act, 2002 (Ontariopublic policy); (hs) except the Final Prospectus complies fully, in all respects, with the requirements of Canadian Securities Laws; for any post-closing notice filings required under applicable United States federal or state securities lawsgreater certainty, the execution and delivery documents incorporated by reference therein, at the time they were filed, complied in all respects of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Canadian Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulationsLaws; (it) except as included or incorporated by reference therein, there are no financial statements or other documents required to be included in the Offered Shares have beenPreliminary Prospectus or Final Prospectus as a result of a "significant acquisition" or "significant disposition", or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued each as fully paid and nondescribed in NI 44-assessable Common Shares101; (ju) except as disclosed in the Compensation Options have beenFinal Prospectus or the Incorporated Documents, or prior to the Closing Time will be duly and validly authorized and created; since September 30, 2002: (kA) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment there has been no material change in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, financial condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiiB) no material change reports or other documents have been filed on a confidential basis with the Qualifying Authorities; (C) there has been no transaction entered into by the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, and not disclosed in the Public Record Incorporated Documents which could reasonably be expected is material to the Corporation; (D) the Corporation and its Material Subsidiaries, on a consolidated basis, have a Material Adverse Effect; (s) except as disclosed not incurred any material liability or obligation, indirect, direct or contingent, not in the Public Record ordinary course of business, nor entered into any material transaction or agreement not in the ordinary course of business; and (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect)E) there has been no dividend or distribution of any kind declared, there are no threats of actions, proceedings paid or investigations (whether or not purportedly made by or on behalf of the Corporation) that have been made to the Corporation or, except for dividends paid to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or its Material Subsidiaries, any of its Material Subsidiaries, on any class of capital stock or repurchase or redemption by the respective property Corporation or assets any of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control its Material Subsidiaries of any class of the securities of the Corporationcapital stock; (v) the directors and officers of the Corporation is not included in a list and their compensation arrangements with the Corporation, whether as directors, officers or employees of defaulting reporting issuers maintained by the Securities Commissions Corporation, are as disclosed in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions Final Prospectus and the Corporation is U.S. Prospectus or in all material respects in compliance with the rules and regulations of the TSXVIncorporated Documents if required to be so disclosed; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto material contracts and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements agreements of the Corporation included and of its Material Subsidiaries not made in the SEC Reports comply in all material respects with applicable accounting requirements and ordinary course of business (collectively the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements "MATERIAL CONTRACTS") have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, disclosed in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsIncorporated Documents; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarationsreports, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returnselections, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thremittan

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, Agent and acknowledges that the Agents are Agent is relying upon such representationsrepresentations and warranties, warranties and covenants, thatas follows: (a) the Corporation (i) has been duly incorporated, amalgamated or continued and is duly amalgamated validly subsisting under the Business Corporations Act (OntarioBritish Columbia) (“BCBCA”) and Nutaq Innovation Inc., its only subsidiary (the “ActSubsidiary”) is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing their dissolution or winding up; (b) the Subsidiary is upwholly-toowned by the Corporation, all of the issued and outstanding shares of the Subsidiary, all of which are issued and fully paid and non-date in respect assessable shares, are free and clear of all mortgages, liens, charges, security interests, encumbrances, claims or demands whatsoever and no person, firm or corporation has any agreement, option, right or privilege (whether preemptive or contractual) capable of becoming an agreement, for the purchase from the Corporation of the Subsidiary or of any interest in the Subsidiary or any of the shares in the capital of the Subsidiary; (c) the Corporation and the Subsidiary are each qualified to carry on business under the laws of each jurisdiction in which they carry on a material corporate filings portion of their business; (d) each of the Corporation and is in good standing under such Act; (ii) the Subsidiary has all requisite corporate powercapacity, power and authority and capacity to carry on its business as now conducted and as presently proposed to be conducted by it and to own, lease and operate its properties assets and assets (including as described in the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) of this Agreement, the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipalSubscription Agreements, and local environmental anti-pollution the certificates representing the Broker Warrants and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated undertake the Offering and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingother transactions contemplated herein; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Sharescommon shares of which 42,420,220 common shares are issued and outstanding, all of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as which shares are fully paid and non-assessable Common Sharesassessable; (mf) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects minute books of the Corporation on a consolidated basisand the Subsidiary are true and correct and contain full true and correct copies of the constating documents of the Corporation and the Subsidiary and the minutes of all meetings and all the resolutions of the directors and shareholders thereof; (ng) other than pursuant to the provisions of this Agreement, as of the date of this Agreement, no order ceasing person, firm, corporation or suspending trading in other entity holds any securities convertible or exchangeable into securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or agreement, warrant, option, right or privilege (whether at law, pre-emptive preemptive or contractual) being or capable of becoming an agreement agreement, option or right for the purchase, subscription or issuance of, or conversion into, of any unissued shares, securities (including convertible securities, ) or warrants or convertible obligations of any nature of the CorporationCorporation other than common share purchase warrants exercisable for 4,899,998 Common Shares and 0 stock options, all of which in the aggregate are exercisable for 4,899,998 Common Shares; (ph) since December 31each of this Agreement, 2013the Subscription Agreements and the Broker Warrant Certificates (collectively, the “Transaction Documents”) have been, or will be, upon execution thereof, duly authorized, executed and delivered by the Corporation and constitute, or will constitute when executed, a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms except as disclosed that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the Public Record:discretion of a court of competent jurisdiction; (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations issuance of the Units will not be subject to any pre-emptive rights or other contractual right to purchase securities granted by the Corporation on a consolidated basisor to which the Corporation is subject; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiij) the Corporation has carried on its business is not in the ordinary course; (q) the Financial Statements of the Corporation present fairlydefault or breach of, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificatesof, and the fulfilment of compliance with the terms hereof of, the Transaction Documents will not result in a material breach of, and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in create a breach or violation state of any of the terms or provisions offacts which, or constitute a default under, whether after notice or lapse of time or both, will result in a material breach of, and do not and will not conflict with: (Ai) any material statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (Bii) any of the terms, conditions or provisions of the constating documents, by-documents or articles laws or resolutions of the Corporation; (Ciii) the terms of any Debt Instrumentmaterial trust indenture, Material Agreement, mortgage, note, indentureagreement, instrument, lease or any other material agreement document (“Material Contract”) to which the Corporation is a party or by which they are boundthe Corporation is or will be contractually bound as of the Closing Time; or (Div) any material judgment, decree or order binding the Corporation or the respective property or assets of on the Corporation, or any of its assets; (uk) all Material Contracts to which the Corporation and the Subsidiary is a party are in good standing and in full force and effect unamended and no material default or breach exists in respect of any of them on the part of any of the parties to them and no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a material default or breach and which would have a material adverse effect on the Corporation and the Subsidiary, taken as a whole; the foregoing includes all the presently outstanding Material Contracts entered into by the Corporation and or the Subsidiary in the course of carrying out its operations and all operations related thereto; (l) the audited annual financial statements of the Corporation as at and for the year ended October 31, 2015 (the “Financial Statements”) (i) are, in all material respects, consistent with the books and records of the Corporation on a consolidated basis; (ii) contain and reflect all material adjustments for the fair presentation of the consolidated results of operations and the financial condition of the business of the Corporation for the periods covered thereby in accordance with International Financial Reporting Standards, consistently applied; and (iii) present fully, fairly and correctly, the consolidated material assets and financial condition of the Corporation as at the date thereof and the results of operations and the changes in financial position for the period then ended; (m) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s general or specific authorization, and transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain accountability for assets and liabilities; (n) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any auditors of the securities Corporation who audited the financial statements of the Corporation for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under applicable legislation and there has never been a reportable disagreement (within the meaning of NI 51-102) with the present auditors of the Corporation; (vo) the Corporation is not included in a list of defaulting reporting issuers and the Subsidiary maintain insurance coverage and insurance policies similar to those maintained by the Securities Commissions other companies doing business in the Qualifying Jurisdictions and in particular, without limiting the foregoing, industries similar to those of the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is Subsidiary (other than directors’ and officers’ liability insurance), their insurance policies and insurance coverages are sufficient for the purposes of their business, all payments under such policies are up to date and all such policies are in all material respects in compliance with the rules and regulations of the TSXVgood standing; (wp) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge none of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate its officers or person acting on behalf of the Corporation directors is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities aware of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required circumstances presently existing under which liability is or could reasonably be expected to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 incurred under Part XXIII - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th–

Representations and Warranties of the Corporation. The Corporation represents, warrants and covenants to that, as of the Agents, date given above and acknowledges that at the Agents are relying upon such representations, warranties and covenants, thatClosing: (a) the Corporation (i) is duly a valid and subsisting corporation amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell laws of the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderProvince of British Columbia; (b) the Corporation does not have any material subsidiariesis duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) no proceedings have been taken, instituted or, to as at the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery date of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 which 66,140,579 Common Shares were are issued and outstanding as fully paid and non-assessable Common Sharesas at October 9th, 2020; (md) all financial statements, information circulars, news releases, material change reports and other documents filed by the Corporation with the Commissions in Canada on the System for Electronic Document Analysis and Retrieval or with the United States Securities and Exchange Commission (the “Disclosure Record”) within the past 12 months were true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings; (e) except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record; (f) except as qualified by the disclosure in the Disclosure Record, any and all agreements pursuant to which the Corporation holds its material assets or is entitled to the use of material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms and the Corporation is not in material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation is not aware of any legislationdisputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, and claims pursuant to which the Corporation derives its interests in such material assets are in good standing and there has been no material default under any such leases, licenses, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid; (g) except as qualified by the disclosure in the Disclosure Record, the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business (except when the failure to do so would not have a material adverse effect) and possesses all material certificates, authorities, permits or licences issued by the appropriate provincial, state, municipal, federal or other governmental or regulatory agency or body necessary to carry on the business currently as carried on, or proposed legislation published contemplated to be carried on, by a legislative bodyit, which it anticipates will is in compliance in all material respects with such certificates, authorities, permits and licences and with all laws, regulations, tariffs, rules, orders and directives material to its operations, including, without limitation, all laws, regulations and statutes relating to mining claims, concessions, licenses, leases or other instruments and the Corporation has not received any notice of proceedings relating to the revocation or modification of any such certificates, authorities, permits, licences, mining claims, concessions, leases or other instruments conferring mineral rights which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially and adversely affect the conduct of its business, affairs, operations, assetsfinancial condition or income of the Corporation and it has not received notice of the revocation or cancellation of, or any intention to revoke or cancel, any such licence, permit, approval, consent, certificate, registration or authorization; (h) the financial statements of the Corporation contained in the Disclosure Record, filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities as of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pendingdate thereof; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Offered Securities; (j) there is not presently any material change, as defined in the Securities Laws, relating to the Corporation or change in any material fact, as defined in the Securities Laws, relating to any of the Purchased Securities, which has not been any material change fully disclosed in accordance with the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations requirements of the Corporation on a consolidated basisSecurities Laws and the policies of the Stock Exchanges; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiik) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance issue and sale of the Offered Shares, do Securities by the Corporation does not and will not (as the case may be) conflict with or with, and does not and will not result in a breach or violation of of, any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease ’s constating documents or any other material agreement or instrument to which the Corporation is a party or by which they are it is bound; or ; (Dl) any judgmentexcept as described in the Disclosure Record, decree or order binding the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the respective property or assets best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (um) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (n) this Agreement has been or will be at the knowledge Closing Date duly authorized by all necessary corporate action on the part of the Corporation, no agreement and the Corporation has full corporate power and authority to undertake the Offering; (o) to the Corporation’s knowledge, it is not in force or effect which default in any manner affects the voting or control material respect of any of the requirements of the Securities Laws or any of the administrative policies, notices or rules, as applicable, of the Toronto Stock Exchange; (p) no order ceasing or suspending trading in securities of the CorporationCorporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (wq) the Corporation has complied in filed all material respects with requirements to file all reportsfederal, schedulesprovincial, forms, statements local and other documents that it is foreign tax returns which are required to file under the U.S. Exchange Actbe filed, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPrequested extensions thereof, and fairly present in have paid all material respects the financial position of the Corporation as of taxes required to be paid by them and for the dates thereof and the results of operations and cash flows for the periods then endedany other assessment, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norfine or penalty levied against them, to the knowledge extent that any of the Corporationforegoing is due and payable, any directorexcept for such assessments, officer, agent, employee, affiliate or other person acting on behalf of fines and penalties which are currently being contested in good faith; and (r) the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, established on its books and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of records reserves which are adequate for the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) not yet due and payable by and there are no liens for taxes on the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact assets of the Corporation or result in a Material Adverse Effect. All tax returnsits subsidiaries except for taxes not yet due, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with audits of any Governmental Authority respecting any taxes that have been paid, or may be payable, of the tax returns of the Corporation which are known by the Corporation’s management to be pending, other than such audits which are currently being contested in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thgood faith.

Representations and Warranties of the Corporation. The Corporation represents, covenants with and represents and warrants and covenants to the AgentsUnderwriter, and acknowledges acknowledging that the Agents are Underwriter is relying upon such representations, warranties and covenantscovenants in purchasing the Offered Units, that: (a) the Corporation has been continued and is validly existing and in good standing under the laws of British Columbia and has all requisite corporate power, capacity and authority to (i) own, lease and operate its properties and assets and conduct its business as currently conducted and to perform its obligations under this Agreement and (ii) undertake the offering of the Offered Units, grant the Over-Allotment Option and issue and sell the Securities in accordance with the provisions of this Agreement; (b) the Corporation is duly amalgamated current with all filings required to be made under the Business Corporations Act laws of the Qualifying Provinces and all other jurisdictions in which it exists or carries on any material business and has all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the absence of such power or authority or failure to make any filing or obtain any licence, lease, permit, authorization or other approval would not have a material adverse effect upon the business and affairs of the Corporation and its subsidiaries, taken as a whole (Ontarioa “Material Adverse Effect”); (c) (each of the “Act”) Subsidiaries has been duly incorporated and is up-to-date in respect of all material corporate filings validly existing and is in good standing under such Act; (ii) the laws of its jurisdiction of incorporation and has all requisite corporate power, capacity and authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including and conduct its business as described in the Public Disclosure); and (iii) has all requisite corporate powercurrently conducted, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option CertificatesSubsidiaries are current with all filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business and have all necessary licences, leases, permits, authorizations and other approvals necessary to carry out permit them to conduct their business as currently conducted, except where the provisions contained in hereunder and thereunderabsence of such power or authority or failure to make any filing or obtain any licence, lease, permit, authorization or other approval would not have a Material Adverse Effect; (bd) the Corporation does and its Subsidiaries are conducting their business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which their business is carried on including, without limitation, all applicable licensing and waste management legislation, regulations or by-laws, environmental protection legislation, regulations or by-laws or similar legislation, regulations or by-laws, except in respect of matters which do not have and will not result in any material subsidiariesadverse change to the business, business prospects or condition (financial or otherwise) of the Corporation and the Subsidiaries, considered as a whole; (ce) no proceedings all of the material transactions of the Corporation have been takenproperly recorded or filed in or with the books or records of the Corporation and the minute books of the Corporation contain all records of the meetings and proceedings of the directors of the Corporation, instituted any committee of directors or the shareholders of the Corporation, if any, since its incorporation; (f) except as otherwise disclosed in the Prospectus, each of the Corporation and the Subsidiaries has good and marketable title to its assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, except where the failure to have such good and marketable title would not, singularly or in the aggregate, have a Material Adverse Effect on the business, prospects, financial condition or results of operation of the Corporation and the Subsidiaries, taken as a whole; (g) to the best of the Corporation’s knowledge, each of the Corporation and the Subsidiaries owns or possesses, or can acquire on commercially acceptable terms, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (the “Intellectual Property”) currently employed by it in connection with the business now operated by it except where the failure to own or possess or otherwise be able to acquire the Intellectual Property would not, singly or in the aggregate, have a Material Adverse Effect on the business, prospects, financial condition or results of operation of the Corporation and the Subsidiaries, taken as a whole; (h) none of the Corporation nor any of the Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the Intellectual Property which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would have a Material Adverse Effect on the business, prospects, financial condition or results of operations of the Corporation and the Subsidiaries, taken as a whole; (i) to the best of the Corporation’s knowledge, except as is or will be disclosed in the Prospectus, the Corporation (or parties under contractual obligation to the Company) now hold, and as of the Closing Date will hold, all licenses, certificates, approvals and permits from all state, United States, foreign and other regulatory authorities, including, but not limited to, the United States Food and Drug Administration (the “FDA”) and any foreign regulatory authorities performing functions similar to those performed by the FDA (together, “FDA Permits”), that are material to the conduct of the business of the Corporation (as such business is currently conducted), except for such licenses, certificates, approvals and permits the failure of which to hold would not have a Material Adverse Effect on the business of the Corporation on a consolidated basis, all of which are valid and in full force and effect (and there is no proceeding pending or, to the knowledge of the Corporation, are pending for threatened which may cause any such license, certificate, approval or permit to be withdrawn, cancelled, suspended or not renewed). The Corporation is not in violation of any material law, order, rule, regulation, writ, injunction or decree of any court or governmental agency or body, applicable to the dissolution or liquidation investigation of new drugs in humans and animals, including, but not limited to, those promulgated by the FDA. All of the Corporation; (d) descriptions in the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval Offering Documents of the TSXV legal and governmental proceedings by or before the FDA or any post-closing notice filings required under applicable United States federal foreign, state or state securities lawslocal government body exercising comparable authority are accurate, all consents, approvals, authorizations complete and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Sharesfair; (j) the Compensation Options have beenclinical studies and tests (including, or prior to but without limitation the Closing Time will be duly human and validly authorized and created; (kanimal clinical trials) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published conducted by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting in which the sale of Corporation has participated that are or will be described in the Offered Shares Offering Documents or the trading results of any of which are or will be referred to in the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened orOffering Documents, and, to the best of the Corporation’s knowledge, such studies and test that were conducted on behalf of the Corporation, were and, if still pending, are being conducted in all material respects (i) in accordance with the protocols, procedures and controls for such studies and tests of new medical devices or biologic products, as the case may be, and (ii) in accordance with all applicable laws, rules and regulations; the descriptions of the results of such studies and tests contained or to be contained in the Offering Documents are accurate, complete and fair, and the Corporation has no knowledge of any other studies or tests, the results of which call into question the results described or referred to in the Offering Documents, and the Corporation has not received any notices or correspondence from the FDA or any other governmental agency requiring the termination, suspension or modification of any studies or tests conducted by, or on behalf of, the Corporation or in which the Corporation has participated that are described or will be described in the Offering Documents or the results of which are referred or will be referred to in the Offering Documents that would cause the Corporation to change the descriptions in the Offering Documents; (k) as of the date hereof, the Corporation is not aware of any legislation which it anticipates will have a Material Adverse Effect on the business, prospects, financial condition or results of operations of the Corporation and the Subsidiaries, taken as a whole; (l) none of the Corporation or the Subsidiaries is insolvent or has had a petition or a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceedings to have itself declared bankrupt or wound-up, taken any proceedings to have a receiver appointed for any of its property or had any execution or distress become enforceable or become levied upon any of its property except, in each case, where any of the preceding would not have a Material Adverse Effect on the business of the Corporation; (m) the authorized capital of the Corporation as of the date of this Agreement is accurately described in the documents incorporated by reference into the Prospectus and, for greater certainty, consists of an unlimited number of Common Shares of which, as of the date hereof, 74,625,620 are validly issued and outstanding as fully paid and non-assessable and an unlimited number of preferred shares, of which, as of the date hereof, 14,600,000 are validly issued and outstanding as fully paid and non-assessable; (n) the Common Shares are listed and posted for trading on the TSX; (o) except as the Transfer Agent at its principal offices in the cities of Vancouver and Toronto has been duly appointed transfer agent and registrar for the Common Shares; (p) all outstanding securities of the Corporation which are convertible into, exchangeable or exercisable for, or which may otherwise result in the issuance of, Common Shares are disclosed to in the AgentsProspectus and no other person, no person firm or corporation now has any agreement or option or agreement, option, right or privilege (privilege, whether at law, pre-emptive emptive, contractual or contractual) otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of, or conversion into, of any unissued shares, securities, securities or warrants or convertible obligations of any nature of the Corporation; (pq) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations all of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt issued and outstanding shares of the Corporation on a consolidated basis; and (iii) Subsidiaries are legally and beneficially owned by the Corporation, all of the issued and outstanding shares of the Subsidiaries have been duly authorized and validly issued as fully paid and non-assessable shares, all such shares owned by the Corporation are free and clear of any security interests, liens, encumbrances, claims or demands of any kind whatsoever and no person has carried on its business in any right to acquire any issued or unissued shares or securities convertible or exercisable into shares of any Subsidiary which are so owned by the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then endedCorporation; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and Agreement, the Compensation Option Certificatesperformance by the Corporation of its respective obligations hereunder, and the fulfilment offering of Offered Units, the grant of the terms hereof and thereof by the CorporationOver-Allotment Option, including the issuance and sale of the Offered Shares, Securities and the consummation of the transactions contemplated by this Agreement do not require consent, approval, authorization, registration or qualification or of with any governmental authority, stock exchange, securities commission or other third party, except: (i) such as have been obtained or will be obtained prior to the Closing Date; and (ii) such as may be required (and will be obtained) under Applicable Securities Laws; (s) the execution and delivery of this Agreement, the performance by the Corporation of its respective obligations hereunder, the offering of Offered Units, the grant of the Over-Allotment Option, the issuance and sale of the Securities and the consummation of the transactions contemplated by this Agreement will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under (whether after notice or lapse of time or both, ): (Ai) any Canadian federal or provincial statute, rule or regulation applicable to the CorporationCorporation including, including Applicable without limitation, Canadian Securities Laws; Laws and the by-laws, rules and regulations of the TSX; (Bii) any U.S. federal or state statute, rule or regulation applicable to the Corporation including, without limitation, the Securities Act, the Exchange Act and the by-laws, rules and regulations of the SEC; (iii) the constating documents, by-laws documents of the Corporation or resolutions of the Corporation; directors, shareholders or committees of the directors of the Corporation which are in effect at the date hereof; (Civ) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement, instrument, lease or any other material agreement document to which the Corporation is a party or by which they are it is bound; or or (Dv) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; which conflict, breach, violation or default in any of the cases referred to in (i) to (v) of this subparagraph, or the consequences thereof, would alone or in the aggregate result in a Material Adverse Effect and excluding, in the cases referred to in (i) and (ii) above, any conflict, breach, violation or default which results from the action of the Underwriter; (t) the Corporation is in material compliance with its timely and continuous disclosure obligations under Applicable Securities Laws and, without limiting the generality of the foregoing, no documents filed by the Corporation in compliance therewith contain any misrepresentations as of the date they were issued and filed, as the case may be, and since April 30, 2006 there has not occurred any material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition, capital or prospects of the Corporation and its Subsidiaries taken as a whole which has not been publicly disclosed; (u) no securities commission, stock exchange or other regulatory authority has issued any order preventing or suspending the use of the Offering Documents or preventing or suspending the distribution of the Offered Units or the trading of the Common Shares and the Corporation is not aware of any investigation, order, inquiry or proceeding that has been commenced or which is pending, contemplated or threatened by any such authority; (v) except as described or will be described in the Prospectus at the respective time of filing, none of the shareholders or the directors or officers of the Company or any associate or affiliate of any of the foregoing had, has or to the knowledge of the CorporationCorporation intends to have, no agreement is in force any material interest, direct or effect which indirect, in any manner affects material transaction or any proposed material transaction with the voting Corporation which, as the case may be, materially affects, is material to or control of any of the securities of will materially affect the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied Financial Information presents fairly, in all material respects with requirements to file all reportsrespects, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of at the dates and for the dates thereof periods of such Financial Information, all, except for the auditor’s report thereon and management’s discussion and analysis, in accordance with generally accepted accounting principles in Canada consistently applied and, except as disclosed in the Prospectus, the Corporation and its Subsidiaries do not have any direct, indirect, absolute or contingent liabilities which are material to the business, properties or assets of the Corporation and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSubsidiaries when taken as a whole; (x) neither Ernst & Young LLP is an independent chartered accountant as required under the Canadian Securities Laws and there has not been any disagreement (within the meaning of National Instrument 51-102) with Ernst & Young LLP or former auditors of the Corporation norsince April 30, to the knowledge of the Corporation2006; (y) there is no action, any directorproceeding or investigation, officer, agent, employee, affiliate whether or other person acting not purportedly on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States)Subsidiaries, as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the CorporationCorporation or its directors and officers, threatened; (z) neither the Corporation nor, to the knowledge of threatened against or affecting the Corporation, at law or in equity or before or by any directorfederal, officerprovincial, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner municipal or other person governmental department, commission, board or entityagency, for the purpose of financing the activities of domestic or foreign, which could in any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of way materially adversely affect the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact condition (financial or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact otherwise) of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thC

Representations and Warranties of the Corporation. ‌ (1) The Corporation represents, represents and warrants and covenants to the AgentsAgents and to the Purchasers, and acknowledges that the Agents are each of them is relying upon such representations, representations and warranties and covenantsin connection with the completion of the Offering, that: (a) the Corporation (i) is duly amalgamated a corporation incorporated and validly existing under the Business Corporations Act (Ontario) (the “Act”) laws of British Columbia and is up-to-date in respect of have all material corporate filings and is in good standing under such Act; (ii) has all requisite necessary corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets and conduct its business as currently conducted; (including as described in b) each of the Public Disclosure); Subsidiaries are corporations incorporated and (iii) has validly existing under the laws of its respective jurisdictions and have all requisite necessary corporate power, authority and capacity to createown, issue lease and sell the Offered Shares, to enter into this Agency Agreement operate its properties and the Compensation Option Certificates, assets and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiariesconduct its business as currently conducted; (c) no proceedings the Corporation owns, directly or indirectly, all of the issued and outstanding shares or ownership interests of each of the Subsidiaries, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares and interests have been takenduly authorized and validly issued and are outstanding as fully paid and non-assessable shares and interests and no person has any right, instituted oragreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation or the Subsidiaries of any interest in any of such shares or interests or for the issue or allotment of any unissued shares, interests or other securities in the capital of the Subsidiaries, including any other security convertible into or exchangeable for any such shares or interests; (d) other than in respect of certain United States federal laws relating to the cultivation, distribution or possession of cannabis in the United States, as‌ disclosed in the Risk Factors in the Corporate Presentation, and other related judgments, orders or decrees (collectively, the “U.S. Cannabis Laws”), each of the Corporation and the Subsidiaries has conducted, and is conducting, its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business except where the failure to so comply would not have a Material Adverse Effect. Without limiting the generality of the foregoing, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) neither the Corporation nor any Subsidiaries has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a written notice of non-non- compliance, nor knows does it know of, nor has have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected (other than with respect to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingthe U.S. Cannabis Laws); (e) all necessary corporate action has been taken or will have been taken prior to except for the Closing Time by U.S. Cannabis Laws, the Corporation so as is not aware of any pending or contemplated change to validly issue and sell any applicable law, regulation or governmental position or rule of the Offered Shares and to issue Exchange that would materially adversely affect the Compensation Optionsbusiness of the Corporation or the Subsidiaries or the business or legal environment under which the Corporation or the Subsidiaries operate; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawsU.S. Cannabis Laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed the Subsidiaries are duly qualified and delivered by hold all material permits, licences, registrations, permits, qualifications, consents and authorizations necessary or required to carry on their business as now conducted and to own, lease or operate each of their assets and properties except where the Corporation failure to obtain any permits, licences, registrations, permits, qualifications, consents and constitutes authorizations would not have a valid Material Adverse Effect, and binding obligation of the Corporationall such permits, enforceable against the Corporation licences, registrations, permits, qualifications, consents and authorizations are in full force and effect in accordance with its termstheir terms except where the failure to so maintain permits, provided that enforcement thereof may be limited by laws affecting creditors’ rights generallylicences, that specific performance registrations, permits, qualifications, consents and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do authorizations would not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (sg) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect)has all requisite corporate power and authority to create, there are no threats of actionsissue and sell, proceedings or investigations (whether or not purportedly by or on behalf of as applicable, the Corporation) that have been made to Securities, and neither the Corporation ornor the Subsidiaries nor, to the knowledge of the Corporation, that are pending any other Person, has taken any steps or affecting proceedings, voluntary or otherwise, requiring or authorizing the Corporation’s or any of the Subsidiaries’ dissolution or winding up, and the Corporation at law or in equity (whether in any courtand the Subsidiaries, arbitration or similar tribunal) or before or by any federalas applicable, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, have all requisite corporate power and corporate authority to enter into each of the Operative Agreements to which could reasonably be expected to have it is a Material Adverse Effectparty; (th) at the Closing Date, all consents, approvals, permits, authorizations or filings as may be required under Securities Laws or by the Exchange for the execution and delivery of the Operative Agreements and the issue and sale, as applicable, of the Securities have been made or obtained, as applicable, and the Offering, other than the final filings with the Exchange and receipt of the final Exchange approval and the filing with applicable securities commissions within the prescribed time periods of a report in Form 45-106F1; (i) the execution and delivery of this Agency Agreement each of the Operative Agreements, the performance by the Corporation of its obligations thereunder and the Compensation Option Certificatesissue and sale, and the fulfilment as applicable, of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered SharesSecurities, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both, ): (Ai) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (Bii) the constating documents, by-laws articles, notice of articles or resolutions of the CorporationCorporation which are in effect at the date hereof; (Ciii) the terms of any Debt Instrument, Material Agreement, material mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or any other material agreement document to which the Corporation is a party to or by which they are boundbound by; or (Div) any judgment, decree or order binding the Corporation or any of its assets and properties; (j) neither the Corporation nor the Subsidiaries are in violation of its constating documents; (k) at the Closing Time, the Operative Agreements shall have been duly authorized and executed by the Corporation and upon such execution each shall constitute a valid and binding obligation of the Corporation and each of the Operative Agreements shall be enforceable against the Corporation in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principals when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (l) the Debentures and the Warrants that comprise the Units will be duly and validly created, authorized and issued on payment of the Purchase Price therefor (or in the case of the Agents’ Securities, as consideration for the services performed by the Agents hereunder), such Debentures and Warrants having attributes corresponding in all material respects to the description thereof set forth in the Operative Agreements; (m) upon exercise of any Warrants, the Debentures (other than the Initial Debentures) will be duly and validly created, authorized and issued, in accordance with their terms; (n) on or prior to the Closing Date, the Corporation shall have reserved a sufficient number of Common Shares for issuance upon the conversion of the Debentures in accordance with their terms; (o) in connection with the issuance and sale, as applicable, of the Securities, the Corporation will execute and file with Securities Regulators all forms, notices, reports and certificates required to be filed pursuant to applicable Securities Laws within the prescribed time periods; (p) Computershare Investor Services Inc. has been duly appointed as the registrar and transfer agent of the Corporation with respect to the Common Shares and on or prior to the Closing Date, (q) on or prior to the Closing Date, the Trustee will have been duly appointed as trustee under the Indentures; (r) except for the Previously Announced Acquisitions, neither the Corporation nor any of the Subsidiaries is currently party to any agreement in respect of: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material assets and properties or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries, as applicable, whether by asset sale, transfer of shares or otherwise; or (ii) the change of control of the CorporationCorporation or the Subsidiaries, as applicable (whether by sale or transfer of shares or sale of all or substantially all of the assets and properties of the Corporation or the Subsidiary or otherwise); (ui) to the knowledge condensed consolidated interim financial statements of the Corporation, no agreement is in force or effect which in any manner affects as applicable, for the voting or control of any of the securities of the Corporation; six months ended July 31, 2018; and (vii) the Corporation is not included in a list of defaulting reporting issuers maintained by audited financial statements for the Securities Commissions in the Qualifying Jurisdictions years ended January 31, 2018 and in particularJanuary 31, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; 2017 (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC ReportsFinancial Statements”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles IFRS consistently applied on a consistent basis during throughout the periods involved referred to therein; (“GAAP”)t) except as disclosed to the Lead Agent, the Corporation’s Financial Statements accurately reflect all of the Corporation’s liabilities or indebtedness (absolute, contingent, accrued or otherwise) of any kind whatsoever, whether or not of the nature normally required to be disclosed for financial statement purposes under IFRS, except as may for legal fees and other reasonable expenses incurred in connection with the transactions contemplated herein and except for any such liabilities and indebtedness incurred in connection with ongoing operations in the ordinary course of business consistent with past practices; (u) there are no actions, suits, investigations or proceedings pending or threatened against or affecting the Corporation or any of the Subsidiaries at law or in equity, or before any arbitrator of any kind, or before or by any Governmental Body, domestic or foreign, and, except for the U.S. Cannabis Laws, the Corporation is not aware of any existing ground on which any such action or proceeding might be commenced with any reasonable likelihood of success. Neither the Corporation nor any of the Subsidiaries is subject to any outstanding orders, writs, injunctions, decrees, judgments, awards, determinations, work orders or directions of any court, arbitrator or Governmental Body; (v) except for the Previously Announced Acquisitions, the Operative Agreements and agreements entered into in the ordinary course, neither the Corporation nor any of the Subsidiaries is a party to, or otherwise specified bound by, any agreement, written or oral, including with respect to any indebtedness, guarantee, indemnification, lease or joint venture; (w) except in such financial statements connection with the Previously Announced Acquisitions, neither the Corporation nor any of the Subsidiaries is committed to make any capital expenditures, nor have any capital expenditures been authorized by the Corporation or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSubsidiaries; (x) except in connection with the Previously Announced Acquisitions, neither the Corporation nor, to the knowledge nor any of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOASubsidiaries, as applicable, andhas directly or indirectly: (i) made or authorized any loans to any Person, if violations including its officers, directors, former directors, shareholders and employees and any person not dealing at arm’s length with any of the FCPA foregoing; (ii) made any payments or distributions in kind to its shareholders or former shareholders or declared any dividends on the CFPOA are found, will take remedial action outstanding common shares of the Corporation or other securities of the Corporation; or (iii) agreed to remedy such violationsdo any of the foregoing; (y) except as disclosed to the operations of Agents and as disclosed in its public filings, the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related has no employees or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatenedconsultants; (z) neither the Corporation nor, to the knowledge nor any of the CorporationSubsidiaries is in material breach or default, has not received any directornotice of default or violation, officerand is not aware of any potential or threatened notice of alleged default or violation, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject provisions of any contracts, agreements, indentures or instruments to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and which the Corporation will not directly or indirectly use the proceeds of this Offering, any Subsidiary is a party or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACwhich it is bound; (aa) except for the U.S. Cannabis Laws, all filings laws, regulations, and fees required to be made orders of any Governmental Body having jurisdiction over the Corporation and paid the Subsidiaries are being, and have been, complied with in all material respects by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing TimeCorporation; (bb) the Corporation’s Auditors who audited Corporation is a taxable Canadian Corporation within the consolidated financial statements meaning of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities LawsTax Act; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with Corporation and the Corporation’s Auditors; (dd) Subsidiaries have in a due and timely manner, filed or caused to be filed all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings Returns and all liabilities with respect thereto including any penalty information and interest payable with respect thereto (collectivelydata in connection therewith, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances the Subsidiaries or on the Corporation’s and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding Subsidiaries’ behalf with any Governmental Authority respecting any taxes that Body to whom the Corporation and each of the Subsidiaries is subject; (dd) all Returns filed by the Corporation and the Subsidiaries are true, complete and correct in all material respects and all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paidpaid in full on a timely basis, or may be payable, and no other Taxes are payable by the Corporation, in any case, except where Corporation and the Subsidiaries with respect to items or periods covered by such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse EffectReturns; (ee) neither the Corporation and the Subsidiaries have paid all Taxes and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments; (ff) no material deficiencies exist or have been asserted with respect to thTaxes of the Corporation and the Subsidiaries, as applicable, and no other Taxes nor any interest, penalties and fines have been claimed by any Governmental Body or are known to the Corporation and the Subsidiaries, as applicable, to be due and owning by the Corporation and the Subsidiaries or are pending or threatened (including all tax instalments) or by reason of the transactions herein contemplated will become due and owing by the Corporation and the Subsidiaries, as applicable, and there are no matters of dispute or under discussion with any Governmental Body, relating to Taxes by such Governmental Body; (gg) the Corporation has withheld all amounts required to be withheld, including without limiting the generality of the foregoing, all amounts required to be withheld under the Tax Act, for employee deductions, unemployment insurance, the Canada Pension Plan and Goods and Services Tax payable under the Excise Tax Act (Canada) and any other amounts required by law to be withheld from any payments made to non-residents and any of its officers, directors and employees, and has paid the same to the proper taxing authority or receiving offices where the deadline for such payment has occurred, on a timely basis;

Representations and Warranties of the Corporation. 5.1 The Corporation represents, represents and warrants and covenants to the AgentsSprott, and acknowledges that the Agents are Sprott is relying upon such representations, warranties representations and covenantswarranties, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) has full corporate power and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Common Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to at the Closing Time by Date and thereafter the Corporation so as to validly issue and sell the Offered Common Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may will be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance andauthorized, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly allotted and issued as fully fully, paid and non-assessable Common Shares; (jc) the Compensation Options have beenCorporation and each of the Subsidiaries has been duly incorporated and organized and is validly existing under the laws of the jurisdiction of its incorporation and has all requisite corporate power to carry on its business, or prior as now conducted and as presently proposed to the Closing Time will be duly conducted, and validly authorized to own its assets and createdto execute, deliver and perform this agreement; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiid) the Corporation has carried on its business in no subsidiaries and no Significant Interest Companies other than the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions Subsidiaries listed below and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any actionbeneficially owns, directly or indirectly, that has resulted or would result the percentage indicated herein of all the issued and outstanding shares in a violation the capital of each of the Foreign Corrupt Practices Act Subsidiaries free and clear of 1977 (United States)all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as amendedfully-paid shares and no person has any right, and the rules and regulations thereunder (the “FCPA”)agreement or option, and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) includingpresent or future, without limitationcontingent or absolute, making use of the mails or any means right capable of becoming a right, agreement or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entityoption, for the purpose of financing purchase from the activities Corporation of any person currently subject to interest in any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid of such shares or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges issue or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination allotment of any tax return unissued shares in the capital of the Corporation is currently in progress and there are no issues any Subsidiary or disputes outstanding with any Governmental Authority respecting other security convertible into or exchangeable for any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effectshares; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsUnderwriter that, and acknowledges that the Agents are Underwriter is relying upon upon, such representations, representations and warranties and covenants, thatin purchasing the Underwritten Shares: (a) the Corporation is a company duly continued, organized and validly existing under the laws of Alberta and is properly registered under the laws of all jurisdictions in which its business is carried on except where the failure to be so registered would not have a material adverse effect on the business of the Corporation; (b) the Corporation is (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date a reporting issuer not in default in any material respect of all material corporate filings any requirement under Canadian Securities Laws, and is in good standing under such Act; (ii) not in default in any material respect of any requirement under U.S. Securities Laws; (c) the Corporation has all the requisite corporate power, authority and capacity to carry on its business as now conducted enter into this Agreement and to own, lease perform the transactions contemplated herein and operate its properties and assets (including as described in the Public Disclosure); and (iii) Corporation has all the requisite corporate power, authority and capacity to create, issue own its property and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, assets including licences or other similar rights and to carry out on the provisions contained affairs customarily carried on by it and has all the requisite corporate power and authority to carry on its affairs as currently carried on or as currently proposed to be carried on. The Corporation is conducting its affairs in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is affairs are carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates owns its property or carries on business affairs to enable its business affairs to be carried on as now conducted and its property and assets to be owned, leased and operated except where such non-compliance or failure to obtain such licence, registration or qualification would not have a material adverse effect on the affairs of the Corporation and all such licences, registrations and qualifications are valid, subsisting valid and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (d) the Corporation has authorized share capital consisting of an unlimited number of Class A Shares and 50,000 Common Shares of which 40,000 Common Shares and 129,452,713 Class A Shares and no more are validly issued and outstanding as fully paid and non-assessable. No person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation except as otherwise referred to in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements; (e) all necessary corporate except as disclosed in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements, to the best of the Corporation’s knowledge, there is no action, proceeding or investigation pending or threatened against the Corporation before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which is reasonably expected to result in any material change in the affairs or in the condition (financial or otherwise) of the Corporation or its properties or assets (taken as a whole), or which questions the validity of any action has been taken or will have been to be taken prior to the Closing Time by the Corporation so pursuant to or in connection with this Agreement or as to validly issue contemplated by the Disclosure Package and sell the Offered Shares and to issue Shelf Prospectuses as supplemented by the Compensation OptionsProspectus Supplements; (f) since April 30, 2008, there have been no changes in the assets or liabilities of the Corporation from the position thereof as set forth therein, except changes arising from transactions in the ordinary course of its affairs which, in the aggregate, have not been material to the Corporation and except for changes that are disclosed in the approval of Disclosure Package and the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to Shelf Prospectuses as supplemented by the OfferingProspectus Supplements; (g) the financial statements of the Corporation, including the notes thereto, incorporated in Disclosure Package, the Prospectus Supplements and the Registration Statement have been prepared in conformity with Canadian generally accepted accounting principles and in a manner that is consistent with U.S. generally accepted accounting principles and in accordance with the 1933 Act and the Rules, including the requirements of Form F-10, in each case applied on a consistent basis throughout the periods involved; (h) the financial statements of the Corporation as incorporated by reference in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements present fairly in all material respects the financial position of the Corporation as at the dates of such statements; (i) the Corporation is not in material violation of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificatesperformance by the Corporation of its obligations under this Agreement will not result in any material breach or, and the performance violation of, or be in material conflict with, or constitute a material default under, or create a state of facts which after notice or lapse of time, or both, would constitute a material default under any term or provision of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action charter documents or by-laws of the Corporation or any resolution of the directors or shareholders of the Corporation or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable to the Corporation; (j) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required of the Corporation in connection with the execution and delivery or with the performance by the Corporation of this Agency Agreement except as disclosed in the Disclosure Package and the Shelf Prospectuses as supplemented by the Prospectus Supplements and compliance with the Applicable Securities Laws with regard to the distribution of the Underwritten Shares in the Qualifying Canadian Jurisdictions and the United States; (k) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that except as enforcement thereof hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ the rights generally, that specific performance of creditors generally and other except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law and enforceability of paragraph 12 would be determined only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Sharescourt; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force securities commission, stock exchange or effect which comparable authority has issued any order preventing or suspending the use or effectiveness of the Shelf Prospectuses, the Disclosure Package, the Prospectus Supplements, the Registration Statement or any Prospectus Amendment or preventing the distribution of the Underwritten Shares in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements Canadian Jurisdiction or the notes thereto and except United States nor instituted proceedings for that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norpurpose and, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate no such proceedings are pending or other person acting on behalf of contemplated; (m) the Corporation is aware eligible in accordance with the provisions of or has taken any actionNational Instrument 44-101 to file a short form prospectus under National Instrument 44-102 with Canadian Securities Regulators; (n) the Corporation is not, directly or indirectly, that has resulted or would result in a violation and upon consummation of the Foreign Corrupt Practices transactions contemplated hereby will not be, an “investment company” or an entity “controlled by an investment company” as such terms are defined in the United States Investment Company Act of 1977 (United States)1940, as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (yo) CIBC Mellon Trust Company, at its principal office in the operations Cities of Calgary, Montreal, Toronto and Vancouver has been duly appointed as registrar and transfer agent for the Corporation areClass A Shares in Canada, and have BNY Mellon Shareowner Services, at its principal office in New York, has been conducted at all times, duly appointed as registrar and transfer agent for the Class A Shares in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime ; (Money Launderingp) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatenedthe Corporation is not a “related issuer” or “connected issuer” (as such terms are defined under the Canadian Securities Laws) of the Underwriter; (zq) neither the Corporation nor, to has prepared and filed with the knowledge SEC an appointment of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf agent for service of process upon the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACon Form F-X; (aar) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by meets the Corporation following general eligibility requirements for use of Form F-10 under the Closing Time1933 Act; (bbs) as at their respective dates, the Corporation’s Auditors who audited Canadian Shelf Prospectus does, and the consolidated financial statements Canadian Prospectus Supplement will, comply in all material respects with the Canadian Securities Laws and, at the time of delivery of the Corporation for Underwritten Shares to the year ended December 31Underwriter, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Prospectus Supplement will comply in all material respects with the Canadian Securities Laws; (cct) (i) the U.S. Shelf Prospectus conforms and the U.S. Prospectus Supplement will conform to the Canadian Shelf Prospectus and Canadian Prospectus Supplement, respectively, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC under the 1933 Act (the “Rules”); (ii) the Registration Statement as amended or supplemented, on the Effective Date and on the date hereof did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the U.S. Shelf Prospectus, the Corporation’s Form F-X and the Registration Statement comply, and the U.S. Prospectus Supplement will comply, in all material respects with the 1933 Act and the Rules; (iv) the Disclosure Package does not, and at the Applicable Time, the time of each sale of the Class A Shares in connection with the offering when the U.S. Prospectus Supplement is not yet available to prospective purchasers and at the Closing Date will not, and the U.S. Shelf Prospectus as supplemented by the U.S. Prospectus Supplement as of its date and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Canadian Shelf Prospectus contains, and the Canadian Prospectus Supplement will contain, full, true and plain disclosure of all material facts required to be stated therein relating to the Corporation, the affairs of the Corporation, and the Underwritten Shares, and as of the date of its filing will contain no untrue statement of a material fact and will not omit to state a material fact regarding the Corporation and its affairs that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Corporation by the Underwriter expressly for use in the Shelf Prospectuses, the Disclosure Package, the Prospectus Supplements or the Registration Statement; (u) there are no reports or information that in accordance with the requirements of the Canadian Securities Regulators or the SEC must be made publicly available or filed in connection with the offering of the Underwritten Shares that have not been made publicly available or filed as required; (v) the delivery by the Corporation of any signed Prospectus Amendment or material change report required to be filed under the Applicable Securities Laws will constitute a representation and warranty by the Corporation to the Underwriter that all the information and statements contained therein (except information and statements relating to the Underwriter) are true and correct and that no material information has been omitted therefrom which is necessary to make the statements contained therein not misleading; (w) the Corporation is in material compliance with each material license held by it and is not in violation of, or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees (including, without limitation, “Environmental Laws” as defined below) of any governmental entities, regulatory agencies or bodies asserting or claiming jurisdiction over it or over any part of its affairs or assets, except for such violations and defaults which, singly or in the aggregate, would not have a material adverse effect on the assets or properties, affairs, prospects or condition (financial or otherwise) of the Corporation; (x) to the best of the knowledge of the Corporation, there are no foreign, federal, provincial, state or local laws or regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) which affect or otherwise have any application to the Corporation or its affairs, properties and assets (taken as a whole), or to which the Corporation is otherwise subject. The Corporation does not require any license or other approval under any Environmental Laws to conduct its business; (y) there has not been any “reportable event” event (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations No. 51-102) with the auditors of the Corporation’s Auditors; (ddz) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom the Company shall use its best efforts to arrange for the listing and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except posting for where the failure to pay such taxes would not constitute an adverse material fact trading of the Corporation Underwritten Shares on the Stock Exchanges on or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by before the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any Time of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of Closing; and (aa) the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by using the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact net proceeds of the Corporation or result offering of the Underwritten Shares for the purposes described in a Material Adverse Effect; (ee) neither the Corporation or to thShelf Prospectuses and the Disclosure Package.

Representations and Warranties of the Corporation. The Corporation represents, warrants and covenants to that, as of the Agents, date given above and acknowledges that at the Agents are relying upon such representations, warranties and covenants, thatClosing: (a) the Corporation (i) is duly a valid and subsisting corporation amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell laws of the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderProvince of British Columbia; (b) the Corporation does not have any material subsidiariesis duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) no proceedings have been taken, instituted or, to as at the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery date of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 which 33,821,961 Common Shares were are issued and outstanding as fully paid and non-assessable Common Sharesas at June 24, 2019; (md) all financial statements, information circulars, news releases, material change reports and other documents filed by the Corporation with the Commissions in Canada on the System for Electronic Document Analysis and Retrieval or with the United States Securities and Exchange Commission (the “Disclosure Record”) within the past 12 months were true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings; (e) except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record; (f) except as qualified by the disclosure in the Disclosure Record, any and all agreements pursuant to which the Corporation holds its material assets or is entitled to the use of material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms and the Corporation is not in material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation is not aware of any legislationdisputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, and claims pursuant to which the Corporation derives its interests in such material assets are in good standing and there has been no material default under any such leases, licenses, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid; (g) except as qualified by the disclosure in the Disclosure Record, the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business (except when the failure to do so would not have a material adverse effect) and possesses all material certificates, authorities, permits or licences issued by the appropriate provincial, state, municipal, federal or other governmental or regulatory agency or body necessary to carry on the business currently as carried on, or proposed legislation published contemplated to be carried on, by a legislative bodyit, which it anticipates will is in compliance in all material respects with such certificates, authorities, permits and licences and with all laws, regulations, tariffs, rules, orders and directives material to its operations, including, without limitation, all laws, regulations and statutes relating to mining claims, concessions, licenses, leases or other instruments and the Corporation has not received any notice of proceedings relating to the revocation or modification of any such certificates, authorities, permits, licences, mining claims, concessions, leases or other instruments conferring mineral rights which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially and adversely affect the conduct of its business, affairs, operations, assetsfinancial condition or income of the Corporation and it has not received notice of the revocation or cancellation of, or any intention to revoke or cancel, any such licence, permit, approval, consent, certificate, registration or authorization; (h) the financial statements of the Corporation contained in the Disclosure Record, filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities as of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pendingdate thereof; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Offered Securities; (j) there is not presently any material change, as defined in the Securities Laws, relating to the Corporation or change in any material fact, as defined in the Securities Laws, relating to any of the Purchased Securities, which has not been any material change fully disclosed in accordance with the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations requirements of the Corporation on a consolidated basisSecurities Laws and the policies of the Stock Exchanges; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiik) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance issue and sale of the Offered Shares, do Securities by the Corporation does not and will not (as the case may be) conflict with or with, and does not and will not result in a breach or violation of of, any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease ’s constating documents or any other material agreement or instrument to which the Corporation is a party or by which they are it is bound; or ; (Dl) any judgmentexcept as described in the Disclosure Record, decree or order binding the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the respective property or assets best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (um) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (n) this Agreement has been or will be at the knowledge Closing Date duly authorized by all necessary corporate action on the part of the Corporation, no agreement and the Corporation has full corporate power and authority to undertake the Offering; (o) to the Corporation’s knowledge, it is not in force or effect which default in any manner affects the voting or control material respect of any of the requirements of the Securities Laws or any of the administrative policies, notices or rules, as applicable, of the Toronto Stock Exchange; (p) no order ceasing or suspending trading in securities of the CorporationCorporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (wq) the Corporation has complied in filed all material respects with requirements to file all reportsfederal, schedulesprovincial, forms, statements local and other documents that it is foreign tax returns which are required to file under the U.S. Exchange Actbe filed, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPrequested extensions thereof, and fairly present in have paid all material respects the financial position of the Corporation as of taxes required to be paid by them and for the dates thereof and the results of operations and cash flows for the periods then endedany other assessment, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norfine or penalty levied against them, to the knowledge extent that any of the Corporationforegoing is due and payable, any directorexcept for such assessments, officer, agent, employee, affiliate or other person acting on behalf of fines and penalties which are currently being contested in good faith; and (r) the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, established on its books and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of records reserves which are adequate for the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) not yet due and payable by and there are no liens for taxes on the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact assets of the Corporation or result in a Material Adverse Effect. All tax returnsits subsidiaries except for taxes not yet due, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with audits of any Governmental Authority respecting any taxes that have been paid, or may be payable, of the tax returns of the Corporation which are known by the Corporation’s management to be pending, other than such audits which are currently being contested in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thgood faith.

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to for the Agents, and acknowledges that benefit of the Agents are relying upon such representations, warranties and covenants, thatPurchasers as follows: (a) the Corporation is (iand will be at the Closing Time) is duly amalgamated under a reporting issuer in the Business Corporations Act (Provinces of Ontario) (the “Act”) , Alberta and is up-to-date in respect of all material corporate filings British Columbia, and is in good standing compliance with all material obligations under Applicable Securities Laws of such Act; jurisdictions; (iib) the Corporation has been duly incorporated and organized and is validly subsisting under the laws of the Province of Ontario and has all requisite corporate power, power and authority to own its assets and capacity to carry on its business as currently conducted; (c) each of the Material Subsidiaries has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporationassets; (d) the Corporation has conducted and each of the Material Subsidiaries is conducting its business in compliance, in all material respects, compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably will at the Closing Time be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing, except in respect of matters which do not and will not result in any adverse material change in respect of the Corporation, and except for the failure to be so qualified or the absence of any such license, registration or qualification which does not and will not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis; (e) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated thereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) duly authorize the execution and delivery of this Agency Agreement subscription agreement and such other agreements and instruments and the Compensation Option Certificates, and the performance consummation of the transactions contemplated hereby thereby and therebyso as to validly create, including issue and deliver the Convertible Notes subscribed for thereby and to validly create and irrevocably allot for the issuance and sale of the Offered Underlying Securities and Warrant Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (hf) except for neither the Corporation nor any post-closing notice filings required under applicable United States federal of its Material Subsidiaries is in default or state securities lawsin breach in any material respect of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof subscription agreement by the Corporation, including the issuance performance and compliance with the terms of this subscription agreement, the issue and sale of the Offered SharesConvertible Notes, do not and the issue of the Underlying Securities and Warrant Shares will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading result in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance breach of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed be in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether or create a state of facts which, after notice or lapse of time time, or both, (A) would constitute a default either directly or indirectly under any statute, rule term or regulation applicable to the Corporation, including Applicable Securities Laws; (B) provision of the constating documents, by-laws or resolutions of the Corporation; (C) Corporation or any of the terms of Material Subsidiaries or any Debt Instrument, Material Agreement, material mortgage, note, indenture, contract, agreement, instrument, lease or any other material agreement document to which the Corporation any of them is a party or by which they are any of them is bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (ug) to the knowledge Common Shares issuable upon exercise of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with conversion rights under its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions Convertible Notes and the Corporation is in all material respects in compliance with the rules Warrant Shares, if and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared when issued in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto Convertible Notes and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOAWarrants, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsbe validly issued and outstanding as fully paid and non-assessable; (yh) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the operations Corporation in connection with the execution and delivery or with the performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX; (i) to the best of the Corporation’s knowledge, information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination; (j) there has been no adverse material change in relation to the Corporation since December 31, 2003, and no adverse material fact exists in relation to the Corporation or its securities which, in either case, has not been generally disclosed or disclosed in the Corporation’s Information Record; (k) this subscription agreement and all other agreements required in connection with the issue and sale of the Convertible Notes have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation areenforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements waiver of contribution); and (l) the Corporation intends that the net proceeds of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or Offering will be promptly paid by used substantially in the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any manner specified in Schedule “reportable eventB” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thhereto.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent, and acknowledges that the Agents are Agent is relying upon such representationsrepresentations and warranties in connection with the Offering, warranties and covenants, thatas follows: (a) the Corporation Corporation: (i) is has been duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) incorporated, amalgamated, continued or organized and is up-to-date in respect of all material corporate filings and is validly existing as a company in good standing under such Act; (ii) the laws of its jurisdiction of incorporation, amalgamation, continuation or organization, and has all requisite the corporate power, capacity and authority and capacity to carry on its business as now conducted and to own, lease and operate its properties property and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Sharesassets, to enter into this Agency Agreement conduct the Business as now conducted and the Compensation Option Certificates, as currently proposed to be conducted and to carry out the provisions contained hereof; and (ii) where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of business and is in hereunder and thereundergood standing under the laws of each jurisdiction in which it owns or leases property, or conducts any business; (b) other than the Subsidiary, the Corporation does not have has no subsidiaries and the Corporation has no investment in any material subsidiariesperson. The Subsidiary is the only subsidiary of the Corporation, including with respect to the generation of revenues. Except as disclosed in the Disclosure Record, the Corporation is the direct registered and beneficial owner of all of the issued and outstanding shares of the Subsidiary, in each case free and clear of all Liens or adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation or the Subsidiary of any of the shares or other securities of the Subsidiary; (c) no proceedings have been takenthe Subsidiary: (i) is duly incorporated and is validly existing as a company in good standing under the laws of its jurisdiction of incorporation and has the corporate power, instituted orcapacity and authority to own, lease and operate its property and assets, to conduct the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on Business as now conducted and its property and assets as currently proposed to be ownedconducted and to carry out the provisions hereof; and (ii) where required, leased has been duly licensed, qualified or registered as a foreign corporation for the transaction of business and operated is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business and all is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document. All such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingpermits; (ed) all necessary corporate action neither the Corporation nor the Subsidiary has been taken served with or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval otherwise received notice of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawslegal, all consentsgovernmental, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission regulatory or other third partyproceedings or investigations and there are no legal, except such as have been obtained governmental, regulatory or such as may be required other proceedings or investigations (and shall be obtained prior to the Closing Time) under Applicable Securities Laws whether or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation purportedly on a consolidated basis; (n) no order ceasing or suspending trading in any securities behalf of the Corporation or prohibiting any Governmental Authority) pending to which the sale Corporation or the Subsidiary is a party or of which any property or assets of the Offered Shares Corporation or the trading of any of Subsidiary is the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened orsubject and, to the best of the Corporation’s 's knowledge, pendingno such proceedings or investigations have been threatened or contemplated by any Governmental Authority or any other parties; (oe) except as disclosed neither the Corporation nor the Subsidiary owns any real property. Any real property or building held under lease by the Corporation or the Subsidiary, which is material, individually or in the aggregate, to the AgentsCorporation or the Subsidiary, no person now has any agreement is held by it under valid and subsisting leases enforceable against the respective lessors thereof with such exceptions as are not material, individually or option or right or privilege (whether at lawin the aggregate, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of to the Corporation; (pf) since December 31each of the Corporation and the Subsidiary is the absolute legal and beneficial owner, 2013and has good and valid title to, all of the material property or assets thereof as described in the Disclosure Record free and clear of all Liens and defects of title except such as are disclosed in the Public Disclosure Record, and (i) no other material property or assets are necessary for the conduct of the Business as currently conducted, (ii) the Corporation has no knowledge of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiary to use, transfer or otherwise exploit such property or assets, and (iii) neither the Corporation nor the Subsidiary has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (g) each of the Corporation and the Subsidiary has performed all of the obligations required to be performed by it prior to the date hereof and is entitled to all benefits under, and is not in default or to its knowledge alleged to be in default in respect of, any of the Material Agreements. All Material Agreements are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, or otherwise, would constitute a default under or breach of, by the Corporation, any Subsidiary, or any other person, any material obligation, agreement, covenant or condition contained in any of the Material Agreements. To the Corporation's knowledge, there is no dispute between the Corporation or the Subsidiary and any other party under any of the Material Agreements. Neither the Corporation nor the Subsidiary has received any written notice of a dispute in respect of any of the Material Agreements. None of the Material Agreements contain terms under which the execution or performance of this Agreement or the completion of the Offering would give any other contracting party the right to terminate or adversely change the terms thereof or otherwise require the consent of any other person; (h) to the knowledge of the Corporation, the other parties have complied with the terms of the Material Agreements and none of the other parties have breached any of the terms of or defaulted under any Material Agreements; (i) the Corporation has no intention to terminate any of the Material Agreements and to the knowledge of the Corporation none of the other parties has any intention to terminate any of the Material Agreements; (j) the terms of the Material Agreements are consistent in all material respects with the descriptions thereof in the Disclosure Record; (k) the Material Agreements are the only contracts that are material to the Corporation or the Subsidiary taken as a whole; (l) the Financial Statements: (i) there has not have been any material change prepared in the assetsaccordance with Applicable Securities Laws and International Financial Reporting Standards, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation applied on a consolidated basisconsistent basis throughout the periods referred to therein, except as otherwise disclosed therein; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial position and condition of the Corporation and the Subsidiary on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of its operations and the changes in its shareholder's equity and cash flows for the periods then ended, subjectand do not contain a misrepresentation; and (iii) to the best of the Corporation's knowledge, have been audited (in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsthe annual financial statements comprising the Financial Statements) by independent public accountants within the meaning of Applicable Securities Laws and the rules of the Canadian Institute of Chartered Accountants; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (ym) the operations of accountants who audited the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation Financial Statements are independent with respect to the Money Laundering Laws is pending or, to Corporation within the knowledge meaning of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” event (within the meaning of National Instrument 51- 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators) with the Corporation’s Auditorscurrent auditors or any former auditors of the Corporation during the past five financial years; (ddn) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all there are no material liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by of the Corporation have been paidwhether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Financial Statements, except for where liabilities incurred in the failure to pay such taxes ordinary course of business since September 30, 2019, and which liabilities would not constitute an adverse material fact of not, individually or in the Corporation or result in a Material Adverse Effect. All tax returnsaggregate, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (eeo) except as disclosed in the Disclosure Record, neither the Corporation nor the Subsidiary has any outstanding bonds, debentures, mortgages, promissory notes or other Indebtedness, is not under any obligation to create or issue any bonds, debentures, mortgages, promissory notes or other Indebtedness, and is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or Indebtedness of any person; (p) the audit committee's charter and composition complies with National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators; (q) except as disclosed in the Disclosure Record, none of the directors, executive officers or shareholders who beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the outstanding Common Shares or any known associate or affiliate of any such person, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation and the Subsidiary on a consolidated basis; (r) each of the Corporation and the Subsidiary has duly and on a timely basis filed all foreign, federal, state, provincial and municipal and all other tax returns required to be filed by it, has paid all taxes due and payable by the Corporation and the Subsidiary, respectively (whether or not shown as owing on such tax returns), and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines or additions thereto due and payable by it or which are claimed by any Governmental Authority to be due and owing, and has withheld and remitted to the appropriate Governmental Authority any applicable withholding taxes, and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation or by the Subsidiary; there are no actions, suits, proceedings, investigations, audits or other claims pending or, to the best of the Corporation's knowledge, threatened against the Corporation or the Subsidiary in respect of taxes, governmental charges or assessments; and there are no matters under dispute with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority; (s) there are no liens for taxes on the assets of the Corporation or the Subsidiary, and, to the best of the Corporation's knowledge, there are no audits pending of the tax returns of the Corporation or the Subsidiary (whether federal, state, provincial, local or foreign) and there are no claims which have been or to the Corporation's knowledge may be asserted relating to any such tax returns; (t) the Disclosure Record sets forth a true and complete list of all material Intellectual Property owned or used by the Corporation and the Subsidiary, together with the details of any registrations and applications for registration with respect thereto; (u) the registrations and applications for registration listed in the Disclosure Record are valid and subsisting, in good standing, and enforceable against third parties and are recorded, maintained and renewed in the name of the Corporation and/or the Subsidiary, in the appropriate registries or government offices to preserve the rights of the Corporation and/or the Subsidiary, thereof and thereto. To the best of the Corporation's knowledge, there are no facts or issues which currently exist with respect to the any patent applications listed in the Disclosure Record that are likely to result in such applications being rejected by the relevant intellectual property office; (v) each of the Corporation and the Subsidiary owns, possesses or has sufficient right, title and interest to the Intellectual Property, necessary for the operation, conduct and maintenance of the Business as such Business is currently and has historically been operated, conducted or maintained and the Offering will not impair, alter or limit in any way such ownership or rights; (w) the Corporation and the Subsidiary have taken all reasonable steps to protect: (i) their respective rights in and to its owned Intellectual Property, in each case in accordance with industry practice; and (ii) the secrecy, confidentiality and value of any confidential elements of the Intellectual Property; (x) each of the Corporation and the Subsidiary owns and has the exclusive legal and beneficial right, title and interest in and to the Intellectual Property in its own name, free and clear of any Liens, and none of the Intellectual Property has been licensed from or to a third party. For the avoidance of doubt, neither the Corporation nor the Subsidiary are a party to or bound by any contract that limits or impairs its ability to use, sell, transfer, assign or convey, or that otherwise affects the Intellectual Property; (y) all of the persons who either alone or in concert with others, developed, invented, improved, adapted, created, discovered, derived, programmed, designed, modified, updated, corrected or maintained any element or combination of elements in the Intellectual Property owned by the Corporation or the Subsidiary are employees, former employees, officers, former officers, directors, former directors, independent contractors, former independent contractors, partners, former partners, and agents of the Corporation and/or the Subsidiary, all of whom have, or as of Closing will have, executed valid and binding written assignments of any and all rights they may have in any element or combination of elements in any Intellectual Property in a form and substance reasonably satisfactory to the Agent; (z) none of the employees, former employees, officers, former officers, directors, former directors, independent contractors, former independent contractors, partners former partners, agents and other agents of the Corporation or the Subsidiary has any moral rights (or other similar rights) which have not been waived in any element or combination of elements of the Intellectual Property; (aa) neither the Corporation nor the Subsidiary is a party to any action or proceeding, nor, to ththe best of the Corporation's knowledge, is or has any action or proceeding been threatened that alleges that any current or proposed conduct of the Business (including, without limitation, use or other exploitation of any Intellectual Property Rights by the Corporation, the Subsidiary or any customers, distributors or other licensees) has or will infringe, violate or misappropriate or otherwise conflict with any Intellectual Property Rights of any person; (bb) the conduct of the Business by the Corporation and the Subsidiary (including, without limitation, the sale of their respective products and services, or the use or other exploitation of the Intellectual Property by the Corporation, the Subsidiary or any customers, distributors or other licensees thereof) has not infringed, violated, misappropriated or otherwise conflicted with any Intellectual Property Rights of any person; there is no pending or threatened action, suit, proceeding or claim by others that the Corporation or the Subsidiary infringes or otherwise violates (or would infringe or otherwise violate upon commercialization of the Corporation's or the Subsidiary's products or services under development) any Intellectual Property of others, and the Corporation has no knowledge of any facts which form a reasonable basis for any such claim; (cc) no element of the Intellectual Prop

Representations and Warranties of the Corporation. 4.1 The Corporation represents, represents and warrants and covenants to the AgentsAgent (on its own behalf and on behalf of the Purchasers), and acknowledges that the Agents are Agent is relying upon such representations, representations and warranties and covenantsin entering into this Agreement, that: (a) the Corporation has no material subsidiaries other than (i) Fronteer de Mexico S.A. de C.V.; (ii) Fronteer Eurasia Madencilik Limited Sirketi; (iii) Fronteer Holdings Inc.; and (iv) Fronteer Investment Inc. (the "Subsidiaries") (b) the Corporation is a valid and subsisting corporation duly amalgamated incorporated and in good standing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) filing of annual reports with the execution and delivery Registrar of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 Companies (Ontario); (hc) except for any post-closing notice filings required under applicable United States federal or state securities lawsthe Corporation is a reporting issuer only in the Provinces of British Columbia, the execution Alberta and delivery of this Agency Agreement Ontario and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including to the issuance and sale best of its knowledge, is not in default of any of the Offered Shares, do not and will not require requirements of the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Canadian Applicable Securities Laws or stock exchange regulationsLaws; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (ld) the authorized capital of the Corporation consists of an unlimited number of Common common shares without par value of which 45,213,734 common shares (the "Issued Shares") are issued and outstanding as of the date hereof as fully paid and non-assessable; (e) the common shares of the Corporation are listed and posted for trading on the Exchange and, to the best of its knowledge, the Corporation is not in default of any of the listing requirements of the Exchange; (f) except for the Subscription Agreements, Issued Shares, any Shares issued at Closing and the securities issuable to the Agent hereunder, and any options, warrants, agreements and convertible notes disclosed in Schedule "A" to this Agreement, there are no, nor will there be immediately prior to the Time of whichClosing, documents, instruments or other writings of any kind whatsoever which constitute a "security" (as that term is defined under Canadian Applicable Securities Laws) of May 20the Corporation; (g) subject to due exercise (including payment in full of the applicable subscription price, 2015if any) of the instruments pursuant to which they are issued, 100,675,988 Common if any, upon their issuance, the Shares, the Commission Shares were and the Agent's Option Shares will be validly issued and outstanding as fully paid and non-assessable Common Sharescommon shares of the Corporation; (h) upon their issuance, the Agent's Options will have been validly created and issued and will be outstanding, registered in the names of the holders thereof; (i) all of the material transactions of the Corporation have been promptly and properly recorded or filed in or with the books or records of the Corporation and the minute books of the Corporation contain all records of the meetings and proceedings of the Corporation's directors, shareholders and other committees, if any; (j) with respect to the two years preceding the date hereof, all prospectuses, annual information forms, material change reports, shareholder communications, press releases, publicly filed financial statements, and other disclosure documents of the Corporation (collectively the "Disclosure Documents") contain no untrue statement of a Material Fact relating to the Corporation as at the date on which such documents were filed on SEDAR nor do they omit to state a Material Fact relating to the Corporation which, at the date on which such documents were filed on SEDAR, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and complied with Applicable Securities Laws; (k) the Corporation holds all material licences and permits that are required for carrying on its business in the manner in which such business has been carried on and each of the foregoing is in full force and effect; (l) the Corporation has the corporate power and capacity to own the assets owned by it and to carry on the business carried on by it and the Corporation is duly qualified to carry on business in all jurisdictions in which it carries on business; (m) the Corporation is not aware has good and marketable title to its assets free and clear of all liens, charges and encumbrances of any legislation, kind whatsoever except as detailed in the agreements with respect to the acquisition of such assets as set forth in Schedule "B" or proposed legislation published in any relevant title opinions previously obtained by a legislative body, it with respect to any such assets (copies of which it anticipates will materially and adversely affect have been provided to the business, affairs, operations, assets, liabilities (contingent or otherwiseAgent) or prospects of set out in the Corporation on a consolidated basisCorporation's Disclosure Documents; (n) no order ceasing the Corporation holds either exploration or suspending trading exploitation concessions or claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular mineral property is located, in respect of the minerals located in properties in which it has, or has a right to acquire, an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit it to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which it has any securities interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, it has all necessary surface rights, access rights and other necessary rights and interests relating to the mineral properties in which it has an interest granting it the right and ability to explore for minerals for development purposes as are appropriate in view of the rights and interest therein of it, with only such exceptions as do not materially interfere with the use made by it of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in its name; (o) the Corporation is current with all material filings required to be made in all jurisdictions in which it exists or carries on any material business and the Corporation is not in default of any filings required to be made under Applicable Securities Laws; (p) the audited consolidated financial statements of the Corporation or prohibiting for its fiscal year ended December 31, 2004 and the sale unaudited interim consolidated financial statements of the Offered Shares or Corporation for the trading interim three month period ended March 31, 2005 (collectively, the "Financial Statements") are true and correct in every material respect and present fairly and accurately the consolidated financial position and results of any the operations of the Corporation for the periods then ended and the Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis; (q) there are no material liabilities of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened , whether direct, indirect, absolute or, to the best of the Corporation’s 's knowledge, pending; (o) contingent or otherwise which are not disclosed or reflected in the Corporation's Financial Statements except as disclosed to those incurred in the Agentsordinary course of business of the Corporation since March 31, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for 2005 and which are recorded in the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature books and records of the Corporation; (pr) since December March 31, 2013, except as disclosed in the Public Record: (i) 2005 there has not been any material change adverse Material Change of any kind whatsoever in the assetsfinancial position or condition of the Corporation, liabilitiesor any damage, obligations (absoluteloss or other change of any kind whatsoever in circumstances materially affecting the business or assets of the Corporation, accrued, contingent or otherwise), business, condition (financial the right or otherwise) or results of operations capacity of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried to carry on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effectbusiness; (s) the contracts and agreements set out in Schedule "B" hereto constitute all of the material contracts and agreements of the Corporation under which the Corporation is obligated to pay or expend more than $50,000 per year presently in (a) force, and all such contracts and agreements are in good standing in all material respects and not in default in any respect; (t) all tax returns and reports of the Corporation required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever of it have been paid or accrued in the Financial Statements; (u) except as disclosed in the Public Record (and certain other matters disclosed in writing Schedule "C" hereto, to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect)best of its knowledge, there are no threats of actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or investigations threatened against or affecting the Corporation or its directors (whether or not purportedly by or on behalf in their capacity as directors of the Corporation), officers (in their capacity as officers of the Corporation) that have been made to the Corporation or, to the knowledge or promoters (in their capacity as promoters of the Corporation, that are pending or affecting the Corporation ) at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board board, bureau or agencyagency of any kind whatsoever which would result in an adverse Material Change in the financial position, domestic business or foreignprospects of the Corporation and, which could reasonably be expected to have a Material Adverse Effectthe best of its knowledge, there is no basis therefor; (tv) neither the Corporation nor, to the best of the Corporation's knowledge, any of its directors, officers and promoters are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever which breach would have a material adverse effect on the financial position, business or prospects of the Corporation; (w) the Corporation has all requisite power and capacity and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Agreement and the Subscription Agreements and to complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (x) this Agreement has been authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof and, upon being executed and delivered, each of the Subscription Agreements and the certificates representing the Agent's Options will constitute a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof, subject to laws of general application with respect to bankruptcy and creditors' rights and the principles of equity; (y) the execution and delivery of this Agency Agreement and the Compensation Option CertificatesSubscription Agreements, the performance of its obligations under this Agreement and the fulfilment completion of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and transactions contemplated under this Agreement will not (as the case may be) conflict with with, or result in a the breach of or violation the acceleration of any of the terms or provisions ofindebtedness under, or constitute a default under, whether after notice the Articles or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, byBy-laws or resolutions Laws of the Corporation; (C) the terms of Corporation or any Debt Instrument, Material Agreementindenture, mortgage, noteagreement, indenturelease, instrument, lease licence or other instrument of any other material agreement kind whatsoever to which the Corporation is a party or by which they are bound; it or (D) any judgment, decree or order binding the Corporation or the respective property of its properties or assets of the Corporation; (u) to the knowledge of the Corporationis bound, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge best of its knowledge, any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority or administrative body of any kind whatsoever applicable to the Corporation or any of its properties or assets, which could have a material adverse effect on the condition, business, properties or results of operations of the Corporation, threatened;; and (z) neither except as disclosed herein and in the Corporation norDisclosure Documents, to the knowledge best of its knowledge, no action has been taken by any persons which would in any way limit, restrict or cause interference with any mineral exploration and development work which either the Corporation or any of the Corporation, any director, officer, agent, employee, affiliate or person acting Subsidiaries currently proposes to carry out on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use its mineral properties using the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC;Private Placement. (aa) all filings 4.2 The representations and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements warranties of the Corporation for contained in this Section 4 of this Agreement shall be true at the year ended December 31, 2014 applicable Time of Closing and delivered their auditors’ report thereto are independent public accountants the applicable Closing Date as required by though they were made at the Canadian Securities Laws; (cc) there has not been any “reportable event” (within applicable Time of Closing and the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with applicable Closing Date and they shall survive the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact completion of the Corporation or result in transactions contemplated under this Agreement for a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by period of two years from the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thapplicable Closing Date.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to each of the AgentsUnderwriters that, and acknowledges that the Agents Underwriters are relying upon such representationsrepresentations and warranties in purchasing the Offered Shares, warranties and covenants, thatif any: (a) the Corporation is a corporation existing under the laws of British Columbia and is properly registered under the laws of all jurisdictions in which its business is carried on except where the failure to be so registered would not have a material adverse effect on the business or operations of the Corporation; (ib) each Subsidiary is duly amalgamated incorporated and validly existing under the Business Corporations Act laws of its jurisdiction of incorporation; (Ontarioc) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) Corporation has all the requisite corporate power, authority and capacity to carry on its business as now conducted enter into this Agreement and to own, lease perform the transactions contemplated herein and operate its properties each of the Corporation and assets (including as described in the Public Disclosure); and (iii) Subsidiaries has all the requisite corporate power, authority and capacity to createown, issue lease and sell the Offered Shares, to enter into this Agency Agreement operate its property and the Compensation Option Certificates, assets including licences or other similar rights and to carry out on the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, business as currently carried on or as currently proposed to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporationbe carried on; (d) the Corporation has conducted its business in complianceauthorized share capital consisting of an unlimited number of common shares, in all material respectsof which 1,659,169 common shares are currently issued and outstanding. No person, with all applicable lawsfirm or corporation has any agreement or option, rules and regulations or right or privilege (including all applicable federalwhether pre-emptive or contractual) capable of becoming an agreement or option, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements for the purchase from the Corporation of any governmental or regulatory body, unissued shares of each jurisdiction the Corporation except as otherwise referred to in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingthe Final Prospectus; (e) all necessary corporate action has been taken or the Corporation will have been taken effected the Consolidation on or prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation OptionsTime; (f) except for the approval financial statements of the TSXV Corporation in the Preliminary Prospectus and any postthe Amended Preliminary Prospectus present fairly in all material respects the consolidated financial position of the Corporation for each of the two fiscal years ended April 30, 2016 and April 30, 2015 and the nine-closing notice filings required under applicable United States federal or state securities lawsmonth period ended January 31, all consents, approvals, authorizations and corporate action 2017 have been taken prepared in accordance with International Financial Reporting Standards, applied on a consistent basis, and all necessary documents have been delivered and executed do not contain any misrepresentations, with respect to the Offeringperiod covered by such financial statements; (g) the financial statements of the Corporation in the Final Prospectus present fairly in all material respects the consolidated financial position of the Corporation for each of the two fiscal years ended April 30, 2017 and April 30, 2016 have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis, and do not contain any misrepresentations, with respect to the period covered by such financial statements; (h) with respect to forward-looking information contained in the Prospectus: (i) the Corporation has a reasonable basis for the forward-looking information; all material forward-looking information is identified as such, and all such documents cautions users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward- looking information, and accurately states the material factors or assumptions used to develop forward-looking information; and (iii) the Corporation has not published any future oriented financial information or financial outlook in the Prospectus; (i) the Corporation is not in material violation of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificatesperformance by the Corporation of its obligations under this Agreement will not result in any material breach or violation of, or be in material conflict with, or constitute a material default under, or create a state of facts which after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents or by-laws of the Corporation or any resolution of the directors or shareholders of the Corporation or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence or regulation applicable to the Corporation; (j) no approval, authorization, consent or other order of, and the performance no filing, registration or recording with, any Governmental Authority is required of the transactions contemplated hereby Corporation in connection with the execution, delivery or performance by the Corporation of this Agreement except as disclosed in the Final Prospectus and thereby, including compliance with the issuance and sale Canadian Securities Laws with regard to the distribution of the Offered Shares and the Cobalt Contract Shares, have been duly authorized by all necessary corporate action of if any, in the Corporation and Qualifying Jurisdictions; (k) this Agency Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that except as enforcement thereof hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ the rights generally, that specific performance of creditors generally and other except as limited by the application of equitable principles when equitable remedies may only be granted in are sought and subject to the discretion fact that rights of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution indemnity and waiver of contribution may be unenforceable under limited by applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shareslaw; (l) the Offered Shares and Cobalt Contract Shares are duly and validly authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Sharesissued; (m) to the Corporation is not aware knowledge of the Corporation, no securities commission, stock exchange or comparable authority has issued any legislationorder preventing or suspending the use or effectiveness of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect any Prospectus Amendment or preventing the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale distribution of the Offered Shares or the trading of Cobalt Contract Shares, if any, in any of the Corporation’s issued securities has been issued and no Qualifying Jurisdiction nor instituted proceedings for such that purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that no such proceedings are pending or affecting contemplated; (n) TSX Trust Company, at its principal offices in Toronto, Ontario and Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Corporation common shares of the Corporation; (o) there is no litigation or governmental or other proceeding or investigation at law or in equity (whether in before any court, arbitration or similar tribunal) court or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board board, agency or agencybody, domestic or foreign, pending or, to the Corporation’s best knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation or the Subsidiaries nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority which could would materially adversely affect the value or the operation of such assets or properties or the business, results of operations, prospects or condition (financial or otherwise) of the Corporation and the Subsidiaries, taken as a whole; (p) no person, firm or corporation has (or will have at the Closing Time) any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued equity securities of the Corporation except as described in the Final Prospectus; (A) none of the officers or employees of the Corporation or the Subsidiaries, (B) no person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation or securities of any person exchangeable, convertible or exercisable for more than 10% of any class of securities of the Corporation, and (C) no associate or Affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Corporation or the Subsidiaries, except as disclosed in the Prospectus; (r) the Corporation has not made any payment or loan to, or borrowed any moneys from nor is otherwise indebted to, any director, employee, shareholder or any person not dealing at arm’s length (within the meaning of the Income Tax Act (Canada) or any Affiliate (as this term is defined in the Business Corporations Act (Ontario)) of any of the foregoing, except as specifically identified and quantified in the Prospectus; (s) there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Corporation with unconsolidated entities or other persons that may have a material adverse effect on the financial condition, changes in financial conditions, results of operations, earnings, cash flow, liquidity, capital expenditures, capital resources or significant components of revenue or expenses of the Corporation or that would reasonably be expected to have be material to an investor in making a Material Adverse Effectdecision to purchase the Offered Shares; (t) the execution Corporation has no outstanding indebtedness or liabilities and delivery of this Agency Agreement and the Compensation Option Certificatesis not a party to or bound by any suretyship, and the fulfilment of the terms hereof and thereof by the Corporationguarantee, including the issuance and sale of the Offered Sharesindemnification or assumption agreement, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions endorsement of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable other similar commitment with respect to the Corporationobligations, including Applicable Securities Laws; (B) the constating documents, by-laws liabilities or resolutions of the Corporation; (C) the terms indebtedness of any Debt Instrumentperson, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which than those specifically identified in the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the CorporationProspectus; (u) to the knowledge each of the Corporation, no agreement is in force Wolrige ▇▇▇▇▇ LLP and Charlton & Company are or effect which in any manner affects the voting or control of any of the securities of the Corporation; were (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United Statesrelevant time(s), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canadaapplicable) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation independent with respect to the Money Laundering Laws is pending or, to Corporation within the knowledge meaning of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the applicable Canadian Securities Laws; (cc) , and there has not been any “reportable event” disagreement (within the meaning of National Instrument 51- 102 - – Continuous Disclosure Obligations with of the Canadian Securities Regulators) between the Corporation and Wolrige ▇▇▇▇▇ LLP and/or Charlton & Company during the last three completed fiscal years of the Corporation’s Auditors; (ddv) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact each of the Corporation and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management’s general or result specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity International Financial Reporting Standards to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded carrying value for assets is compared with the recoverable value for assets at reasonable intervals and appropriate action is taken with respect to any differences; (w) except with respect to such matters as would not be material to the entity required to make such filings, (A) the Corporation and each of the Subsidiaries has duly and in a Material Adverse Effect. All tax timely manner filed all returns, declarations, remittances elections and filings designations relating to taxes which are required to be filed by the Corporation have been filed it with any Governmental Authority; (B) all appropriate Governmental Authorities and all of such returns, declarations, remittances elections and filings are complete and materially accurate and no material fact or facts designations have been omitted therefrom prepared and made in accordance with applicable law and have completely and correctly reported all income and expenses and other amounts and information required to be reported thereon; (C) the Corporation and each of the Subsidiaries has duly and timely paid all taxes, including all installments on account of taxes for the current year, that are due and payable prior to the date hereof, other than those which would make are being contested in good faith and in respect of which adequate reserves have been provided in the financial statements in the Prospectus. Provision has been made in such financial statements for amounts at least equal to the amount of all taxes owing by the Corporation and the Subsidiaries that are not yet due and payable and that relate to periods ending on or prior to the Closing. Neither the Corporation nor any Subsidiary has requested any extension of them misleading except where the inaccuracy or failure time within which to file any tax return, which tax return has not since been filed. The Corporation and the Subsidiaries have not received any refund of taxes to which it is not entitled; (D) there are no actions, suits, proceedings, investigations or claims pending or threatened against the Corporation or the Subsidiaries in respect of taxes, or any matters under discussion with any Governmental Authority relating to taxes asserted by any such documents would not constitute an adverse material fact authority; (E) neither the Corporation nor any Subsidiary has executed any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or tax returns. There are no liens for taxes upon any asset of the Corporation or the Subsidiaries; and (F) all taxes and other contributions that the Corporation or the Subsidiaries are required by law to withhold, collect or remit including, without limitation, for employee income tax, unemployment insurance, sales tax, goods and services tax, revenue taxes and non-resident withholding tax, have been duly withheld or collected and will be duly withheld or collected up until Closing Time, and have been paid or will in a timely manner be paid over to the proper Governmental Authority or held by them or on behalf of them; (x) the Corporation and each of the Subsidiaries has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business including, without limitation, all applicable Canadian federal, provincial, municipal and local laws and regulations and other lawful requirements of any governmental or regulatory body and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have, or reasonably be expected to result in a Material Adverse Effectmaterial adverse effect; (y) the Corporation and each of the Subsidiaries holds in good standing all material permits, licenses, registrations and qualifications, necessary for the conduct of its business as presently conducted. No examination The Corporation is in compliance, in all material respects, with each licence and permit held by it and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any tax return such permit or license or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such permit or license; (z) the Corporation and each of the Subsidiaries and their properties, assets and operations are in compliance with, and hold all material permits, authorizations and approvals which the Corporation and the Subsidiaries are required to hold under Environmental Laws (as defined below); there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any material costs or liabilities to the Corporation or the Subsidiaries, or to interfere with or prevent compliance by the Corporation or the Subsidiaries with, Environmental Laws; neither the Corporation nor any of the Subsidiaries (A) is the subject of any investigation, (B) has received any notice or claim, (C) is a party to or affected by any pending or, to the knowledge of the Corporation and the Subsidiaries after due inquiry, threatened action, suit or proceeding, (D) is currently in progress and there are no issues bound by any judgment, decree or disputes outstanding with any Governmental Authority respecting any taxes that have been paidorder, or may be payable, by the Corporation(E) is a party to any agreement, in each case relating to any case, except where such examinations, issues alleged violation of any Environmental Law or disputes would not constitute an adverse material fact any actual or alleged release or threatened release or cleanup at any location of the Corporation or result in a Material Adverse Effectany Hazardous Materials; (eeaa) neither except for the contracts listed under the “Material Contracts” section of the Prospectus (including, without limitation, the Cobalt Contracts) (collectively, the “Material Contracts”), the Corporation is not party to any other material contract or agreement, including, without limitation, any contract or agreement for the purchase of physical cobalt or the acquisition of cobalt- related streams and royalties. Full, correct and complete copies of the Material Contracts have been delivered by the Corporation to ththe Underwriters. The Corporation has performed all of the obligations required to be performed by it and is entitled to all benefits under the Material Contracts. The Corporation is not alleged to be in default of any Material Contrac

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgents and to the Purchasers, and acknowledges that the Agents are each of them is relying upon such representations, representations and warranties and covenantsin connection with the transactions contemplated by this Agreement, that: (ai) the Corporation (i) is a corporation duly amalgamated formed and validly existing under the Business Corporations Act (Ontario) (the “Act”) OBCA and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, power and authority and capacity is duly qualified and holds or has applied for all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted in all material respects, to own, lease and or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (including ii) each Subsidiary is a corporation or other legal entity duly formed, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was formed, continued or amalgamated, as described the case may be. All of the issued and outstanding shares in the Public Disclosure); capital of the Subsidiaries have been duly authorized and validly issued, are fully paid and are directly or indirectly beneficially owned by the Corporation. All of the issued and outstanding shares in the capital of the Subsidiaries owned by the Corporation are owned free and clear of any Liens, and none of the outstanding securities of the Subsidiaries were issued in violation of the pre-emptive or similar rights of any security holder of the Subsidiaries. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any securities of the Subsidiaries; (iii) except as disclosed in Section 4(iii) of the Disclosure Schedule, the Corporation has no direct or indirect subsidiary or any investment in any Person, other than the Subsidiaries; (iv) the Corporation has all requisite corporate power, authority power and capacity to create, issue and sell the Offered Shares, to enter into each of this Agency Agreement Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Broker Warrant Certificates and the Compensation Option CertificatesAmalgamation Agreement, and to carry out perform the provisions contained in hereunder transactions contemplated herein and thereundertherein, including, without limitation, to issue the Subscription Receipts and the Common Shares issuable upon the conversion of the Subscription Receipts; (bv) each Cybin Entity has conducted and is conducting its business in material compliance with all Applicable Laws of each jurisdiction in which it carries on business. Each Cybin Entity holds all material requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on (collectively, "Licences") and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted orgenerality of the foregoing, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation no Cybin Entity has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a written notice of non-compliance, compliance nor knows does it know of, nor has have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to would have a Material Adverse Effect and all such licencesEffect. Neither the Offering (including the proposed use of proceeds) nor the Business Combination will have any adverse impact on the Licences or require a Cybin Entity, registrations and qualifications are validas applicable, subsisting and in good standingto obtain any new licence or consent or approval thereunder; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (mvi) the Corporation is not aware of any legislationApplicable Law of any Governmental Authority having lawful jurisdiction over a Cybin Entity presently in force or any publicly disseminated or announced pending or contemplated change to any Applicable Law of any Governmental Authority having lawful jurisdiction over a Cybin Entity presently in force, that the Corporation anticipates a Cybin Entity will be unable to comply with or proposed legislation published by a legislative body, which it anticipates will could reasonably be expected to materially and adversely affect the business, affairs, operations, assets, liabilities (contingent business of a Cybin Entity or otherwise) the business environment or prospects of the Corporation on a consolidated basislegal environment under which such entity operates; (nvii) there are no order ceasing material actions, suits, judgments, investigations, inquiries or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading proceedings of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened kind whatsoever outstanding or, to the best of the Corporation’s 's knowledge, pending; (o) except as disclosed pending or threatened against or affecting any Cybin Entity or its directors, officers or employees, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature best of the Corporation; (p) since December 31's knowledge, 2013there is no basis therefor and no Cybin Entity is subject to any judgment, except as disclosed in the Public Record: (i) there has not been order, writ, injunction, decree, award, rule, policy or regulation of any material change in the assetsGovernmental Authority, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to may have a Material Adverse EffectEffect or that would materially adversely affect the ability of the Corporation to perform its obligations under this Agreement, the Subscription Agreements and the Subscription Receipt Agreement; (sviii) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that neither the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats nor any Subsidiary is in violation of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation its constating documents or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether default in any courtmaterial respect in the performance or observance of any material obligation, arbitration agreement, covenant or similar tribunal) condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or before other agreement or instrument to which it is a party or by any federal, provincial, state, municipal which it or other governmental department, commission, board its property or agency, domestic or foreign, which could reasonably assets may be expected to have a Material Adverse Effectbound; (tix) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Canadian Securities Laws necessary for the execution and delivery of this Agency Agreement, the Subscription Receipt Agreement, the Broker Warrant Certificates, the Subscription Agreements, and the creation, issuance and sale, as applicable, of the Offered Securities and the Common Shares issuable upon the conversion of the Subscription Receipts and the consummation of the transactions contemplated hereby and thereby will have been made or obtained, as applicable (other than the filing of reports required under applicable Canadian Securities Laws within the prescribed time periods and the confidential filing of the Presentation with applicable Securities Regulators, which documents shall be filed as soon as practicable after the applicable Closing Date and, in any event, within such deadline imposed by applicable Canadian Securities Laws); (x) the Offered Securities and the Common Shares issuable upon the conversion or exercise, as applicable, of the Subscription Receipts and the Broker Warrants, will not be subject to a restricted period or to a statutory hold period under the Securities Laws in Canada, other than as described in the Subscription Agreements and the Broker Warrant Certificates; (xi) each of the execution and delivery of this Agreement, the Subscription Receipt Agreement and the Compensation Option CertificatesSubscription Agreements, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities hereunder and the fulfilment consummation of the terms hereof and thereof by the Corporationtransactions contemplated in this Agreement, including the issuance and sale delivery of the Offered SharesSubscription Receipts and the Broker Warrants, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under (whether after notice or lapse of time or both, ): (A) any statute, rule or regulation applicable to the CorporationCorporation including, including Applicable without limitation, the Securities Laws; (B) the constating documents, by-laws or resolutions of the CorporationCorporation which are in effect at the date hereof; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement, instrument, lease or any other material agreement document to which the Corporation is a party or by which they are it is bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (uxii) at the Closing Time, each of this Agreement, the Subscription Agreements, the Broker Warrant Certificates and the Subscription Receipt Agreement shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery each shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (xiii) at the Closing Time, all necessary corporate action will have been taken by the Corporation to reserve and allot for issuance the Common Shares issuable upon the conversion of the Subscription Receipts, as fully paid and non-assessable. On the Escrow Release Date, the Common Shares issuable upon the conversion of the Subscription Receipts will be validly issued as fully-paid and non-assessable shares in the capital of the Corporation; (xiv) the Subscription Receipts, the Common Shares and Broker Warrants shall have the attributes corresponding in all material respects to the description thereof set forth in the Subscription Agreements, the Subscription Receipt Agreement and this Agreement; (xv) at the Closing Time, all necessary corporate action will have been taken by the Corporation to authorize the issuance of the Broker Warrants and to authorize, reserve and allot for issuance the Broker Warrant Shares, as fully paid and non-assessable, upon the conversion of the Broker Warrants; (xvi) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, no agreement are pending, contemplated or threatened by any regulatory authority; (xvii) other than the Shareholder Agreement, the Corporation is in force or effect not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting or control of any of the securities of the Corporation; (vxviii) other than the Licences, no Cybin Entity is affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Cybin Entity to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the Cybin Entity; (xix) the authorized capital of the Corporation consists of an unlimited number of Common Shares and preferred shares, of which, as at the date hereof (prior to the completion of the Offering), 69,150,254 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation and no preferred shares are outstanding. Other than the Offered Securities and as disclosed in Schedule "C", there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any Common Shares or other securities of the Corporation; (xx) other than the Corporation, the authorized capital and issued capital of each Cybin Entity is set out in Schedule "D". Other than as disclosed in the Schedule "C", there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any securities or any Cybin Entity; (xxi) the Subscription Receipt Agent, at its principal office in the City of Calgary, Alberta, has been duly appointed as the subscription receipt agent in respect of the Subscription Receipts and the Escrowed Funds; (xxii) the issue of the Subscription Receipts, the Common Shares issuable upon the conversion of the Subscription Receipts or the Broker Warrants will not included in a list of defaulting reporting issuers maintained be subject to any pre-emptive right or other contractual right to purchase securities granted by the Securities Commissions in Corporation; (xxiii) other than the Qualifying Jurisdictions Leased Premises, each Cybin Entity is the absolute legal and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure beneficial owner of all of its material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basisassets, and there is no material change relating to other property or assets are necessary for the Corporation which has occurred conduct of their business as currently conducted. Any and with respect all of the agreements and other documents and instruments pursuant to which the requisite material change report has not been filed each Cybin Entity holds its assets (including any interest in, or right to earn an interest in, any Intellectual Property Rights) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the Securities Commissions terms thereof, and the Corporation is such properties and assets are in good standing in all material respects in compliance with under the rules applicable statutes and regulations of the TSXVjurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Cybin Entities derive the interests thereof in such property are in good standing in all material respects. The Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Cybin Entities to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Cybin Entity is subject to any right of first refusal or purchase or acquisition right, and, no Cybin Entity has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (wxxiv) no legal or governmental proceedings or inquiries are pending to which a Cybin Entity is a party or to which the Corporation has complied property thereof is subject that would result in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) revocation or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration modification of any such extension. As of their respective datesmaterial certificate, authority, permit or license that is necessary to conduct the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on business now conducted by a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norCybin Entity and, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate no such legal or other person acting on behalf of the Corporation is aware of governmental proceedings or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and inquiries have been conducted at all times, in compliance threatened against or are contemplated with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related respect to a Cybin Entity or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending properties or assets thereof; (xxv) there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding against or affecting any Cybin Entity, or, to the best of the Corporation's knowledge, the directors, officers or employees of any Cybin Entity, or, to the best of the Corporation's knowledge, pending or threatened against or affecting any Cybin Entity, or the directors, officers or employees of any Cybin Entity, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation's knowledge, there is no basis therefor and no Cybin Entity is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which may have a Material Adverse Effect or that would materially adversely affect its ability to perform its obligations under this Agreement or the Amalgamation Agreement; (xxvi) to the knowledge of the Corporation, threatenedno counterparty to any material obligation, agreement, covenant or condition contained in any material contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which any Cybin Entity is a party is in default in the performance or observance thereof; (zxxvii) neither the Corporation norFinancial Statements will be prepared in accordance with IFRS, to and will contain no material misrepresentations and will present fairly, in all material respects, the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf financial condition of the Corporation is currently subject to any United States sanctions administered by on a consolidated basis as at the Office of Foreign Assets Control date thereof and the results of the United States Treasury Department (“OFAC”); operations and cash flows of the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, on a consolidated basis for the purpose period then ended and contain and will reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of financing the activities of any person currently subject Corporation on a consolidated basis that are required to any United States sanctions administered by OFACbe disclosed in such financial statements; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bbxxviii) the Corporation’s Auditors who audited 's auditors are, and were during the consolidated financial statements of period covered by their reports, independent with respect to the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations in accordance with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to tht

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgents and the Purchasers, and acknowledges that the Agents and the Purchasers are each relying upon such representationsrepresentations and warranties in entering into this agreement and the Subscription Agreements or purchasing Offered Securities, warranties and covenantsas the case may be, that: (a) each of the Corporation (i) and the Subsidiaries has been duly incorporated or organized and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) jurisdiction of its incorporation or organization and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate powercapacity, power and authority and capacity to carry on its business as now conducted by it and as is presently proposed to be conducted by it and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderassets; (b) the Subsidiaries are the only subsidiaries of the Corporation does not have and the Corporation is the registered and beneficial owner of all of the issued and outstanding securities of each Subsidiary, free and clear of all mortgages, liens, charges, pledges, encumbrances, security interests, adverse claims or demands of any material subsidiarieskind whatsoever, and neither the Corporation nor any of the Subsidiaries is a party to nor has it granted any agreement, warrant, option, right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any securities of any Subsidiary; (c) no proceedings have been taken, instituted or, to the knowledge each of the Corporation, are pending for Corporation and the dissolution or liquidation Subsidiaries is duly qualified to carry on business under the laws of the Corporationjurisdiction in which it carries on its business or proposes to carry on business and is in good standing in each of such jurisdictions; (d) each of the Corporation has conducted its business in compliance, in and the Subsidiaries holds all material respectslicences, with all applicable lawscertificates, rules and regulations (including all applicable federalregistrations, nationalpermits, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental consents or regulatory body, of each jurisdiction qualifications required in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business order to enable its business to be carried on as now conducted and its property and assets or as proposed to be ownedconducted, leased and operated and all such licences, registrations certificates, registrations, permits, consents and qualifications are valid, valid and subsisting and in good standing and it neither the Corporation nor any Subsidiary has not received a any notice of non-complianceproceedings related to the revocation or modification of any such licence, nor knows ofcertificate, nor registration, permit, consent or qualification; (e) each of the Corporation and the Subsidiaries has reasonable grounds to know of, any facts that could give rise to a notice of non-conducted and is conducting its business in material compliance with any such all applicable laws, by-laws, rules and regulations of each jurisdiction in which that business is carried on and the Corporation is not aware of any fact or permits which could circumstance that would reasonably be expected to have a Material Adverse Effect and all such licencesmaterial adverse effect upon the condition, registrations and qualifications are validfinancial or otherwise, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by earnings, business affairs or business prospects of the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Optionson a consolidated basis; (f) except no consent, approval, permit, authorization, order of or filing with any court or governmental agency or body is required by the Corporation for the approval execution and delivery of and the performance by the Corporation of its obligations under this agreement, except as may be required under the Canadian Securities Laws, the U.S. Securities Act and applicable state securities laws and the rules of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawsAMEX, all consents, approvals, authorizations and corporate action of which have been taken or will be obtained or filed, as the case may be, in a timely manner in accordance with such laws and all necessary documents have been delivered and executed with respect to the Offeringrules; (g) none of the execution and delivery of this Agency Agreement and the Compensation Option CertificatesAgreements, and the performance by the Corporation of the transactions contemplated hereby and therebyits obligations hereunder or thereunder, including the issuance and sale of the Offered SharesSecurities hereunder, have been duly authorized by all necessary corporate action the issuance of the Warrants, the issuance of the Compensation Options and the Compensation Rights to the Agents, or the issuance of the Underlying Shares will: (A) conflict with or result in a breach of or create a state of facts which, after notice or lapse of time or both, will result in a breach of (i) any statute, rule or regulation applicable to the Corporation; (ii) Canadian Securities Laws; (iii) the constating documents, by-laws or resolutions of the directors (or any committee thereof) or shareholders of the Corporation and this Agency Agreement has been executed and delivered by or any of the Subsidiaries which are in effect at the date hereof, (iv) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation and constitutes or any Subsidiary is a valid and party or by which it is bound; or (v) any judgement, decree or order binding obligation the Corporation or any of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 Subsidiaries or their respective properties or assets; (Ontario); (hB) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authoritygovernmental authority, stock exchange, Securities Commission securities association or other third party, except except: (i) such as have been obtained obtained; or (ii) such as may be required (and shall be obtained prior to the Closing Time) under Applicable Canadian Securities Laws Laws; or (C) give rise to any lien, charge or claim in or with respect to the properties or assets of the Corporation or any of the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any of the Subsidiaries or any of their respective properties or assets; (h) the Financial Statements: (i) have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with those of preceding fiscal periods; (ii) present fully, fairly and correctly the consolidated assets, liabilities and financial condition of the Corporation as at the dates at which they were prepared and the consolidated results of its operations, stockholders’ equity and cash flows for the periods then ended; (iii) are in accordance with the consolidated books and records of the Corporation; and (iv) contain and reflect all necessary adjustments for the fair presentation on a consolidated basis of the results of its operations, stockholders’ equity and cash flows for the periods covered thereby, and, since December 31, 2006, other than as publicly disclosed in the Corporation’s Information Record, there has not been any material adverse change in the consolidated financial position of the Corporation or the Corporation’s consolidated assets or liabilities (including, without limitation, any write-down of assets), or the capital stock exchange regulationsor consolidated long-term debt of the Corporation; (i) the Offered Shares have been, or prior Corporation and each of the Subsidiaries has filed all necessary tax returns and notices and has paid all applicable taxes of whatever nature for all tax years to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior date hereof to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares extent such taxes have become due or have been alleged to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid due and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislationtax deficiencies or interest or penalties accrued or accruing, or proposed legislation published by a legislative bodyalleged to be accrued or accruing, which thereon with respect to the Corporation or any of the Subsidiaries where, in any of the above cases, it anticipates will materially and adversely affect would reasonably be expected to result in any material adverse change in the businesscondition, affairs, operations, assets, liabilities (contingent financial or otherwise) , or in the earnings, business affairs or business prospects of the Corporation on a consolidated basis; (j) the Corporation is, and will at the Closing Time be, a reporting issuer in good standing under the securities laws of the provinces of Ontario, Alberta, British Columbia and Québec and has a class of equity securities registered pursuant to Section 12(b) of the U.S. Exchange Act and, pursuant thereto, is obligated to file periodic and other reports and schedules with the SEC and is current in, and will at the Closing Time be current in, filing all such periodic reports and schedules and the Corporation has complied with its obligations under Canadian Securities Laws to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed under Canadian Securities Laws; (k) the Corporation has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Shares under the U.S. Exchange Act nor has the Corporation received any notification that the SEC is contemplating terminating such registration; (l) no portion of the Corporation’s Information Record contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, as at its date of filing; (m) the authorized capital of the Corporation consists of 100,000,000 Common Shares and 1,000,000 preferred shares, of which, as at June 15, 2007, 66,335,756 Common Shares and no preferred shares are issued and outstanding as fully paid and non-assessable shares of the Corporation; (n) Computershare Trust Co., NA at its principal offices in the City of Golden, Colorado, United States, has been duly appointed as the registrar and transfer agent for the Common Shares; (o) the outstanding Common Shares are listed for trading on the AMEX and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the issue and sale of securities by the Offered Shares or the trading of any of the Corporation’s issued securities Corporation has been issued and no proceedings for such purpose are threatened orand, to the best of the Corporation’s knowledge, no proceedings for such purpose have been instituted or are pending, contemplated or threatened; (op) except as disclosed the attributes of the Offered Securities, the Compensation Options and the Compensation Rights, and of all the securities forming part thereof or issuable upon exercise thereof shall conform in all material respects with the description thereof in this agreement and the Subscription Agreements; (q) each of the form of certificate representing the Unit Shares, the Warrant Certificate, the Right Certificate and the Compensation Option Certificate has been duly approved by the directors of the Corporation, does not conflict with the constating documents of the Corporation and, to the Agentsextent applicable, no person now is in proper form under the laws of the State of Delaware and complies with the rules of the AMEX; (r) the Corporation is not a party to nor has it granted any agreement or option or agreement, warrant, option, right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement agreement, for the purchase, subscription or issuance ofof any Common Shares or securities convertible into or exchangeable for Common Shares, other than pursuant to the Offering and except pursuant to existing outstanding options, rights, warrants, convertible securities and obligations as set out in Schedule “B” attached hereto; (s) each of the Agreements has been, is or will be upon execution thereof, duly authorized, executed and delivered by the Corporation and constitutes, or conversion intowill constitute when executed, any unissued sharesa legal, securitiesvalid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms except that: (i) the enforcement thereof may be limited by bankruptcy, warrants insolvency and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law, and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (t) other than the Agents, there is no person, firm or convertible obligations of any nature company acting or purporting to act at the request of the Corporation, who is entitled to any brokerage, agency, finder’s or similar fee in connection with the transactions contemplated herein; (pu) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing; (v) there is not, in the articles or by-laws of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Corporation, the payment of dividends by the Corporation to the holders of its Common Shares or the carrying on of business as currently contemplated; (w) the Corporation has not withheld, and will not withhold from the Agents at any time during the distribution of the Offered Securities, any facts relating to the Corporation or any Subsidiary including, without limitation, facts relating to any threatened or pending legal, regulatory or administrative proceeding, or to the Offering that would be material to a prospective purchaser of the Offered Securities; (x) at the Closing Time, all necessary corporate action will have been taken by the Corporation to (i) create the Warrants, the Rights, the Compensation Options and the Compensation Rights, (ii) authorize the Corporation to enter into the Agreements, and (iii) allot and authorize the issuance of the Underlying Shares which, when issued in the case of the Unit Shares, and when issued in accordance with their terms in the case of the other Underlying Shares, will be issued as fully paid and non-assessable shares; (y) there is no action, suit, proceeding, investigation or inquiry outstanding, pending or, to the best of the knowledge, information and belief of the Corporation, threatened against or affecting the Corporation or any Subsidiary or any of their respective properties or assets, at law or in equity or before or by any federal, provincial, state, municipal or other governmental or regulatory department, commission, agency or board, domestic or foreign, which would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of the business, properties, assets, capital, net worth or results of operations of the Corporation on a consolidated basis; (z) other than as publicly disclosed in the Corporation’s Information Record and as set forth in the disclosure schedule attached as Schedule “D” hereto, none of the current or former directors or officers of the Corporation or any of the Subsidiaries or any associate or affiliate of any of the foregoing had, has or intends to have any material interest, direct or indirect, in the transactions contemplated by this agreement, in any material transaction or in any proposed material transaction with the Corporation or any of the Subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Corporation or any Subsidiary; (aa) other than as set forth in the disclosure schedule attached as Schedule “D” hereto, each of the Corporation and the Subsidiaries is in compliance in all material respects with all terms and provisions of all contracts, agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments and licences in connection with the conduct of its business and all such contracts, agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Corporation or any Subsidiary or event which, with notice or lapse of time or both, could constitute a material breach or material default by the Corporation or any Subsidiary exists with respect thereto; (bb) except as disclosed in the Financial Statements, each of the Corporation and the Subsidiaries has all of the right, title and interest in and to its property interests, free and clear of all mortgages, liens, charges, pledges, encumbrances, claims, security interests or demands of any kind whatsoever; (cc) since December 31, 20132006, except other than as disclosed in the Public Corporation’s Information Record: (i) there has not been any material adverse change in the assets, liabilities, liabilities or obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; (iii) there has not been any material adverse change in the business, business prospects, conditions (financial or otherwise) or results of the operations of the Corporation on a consolidated basis; and (iiiiv) each of the Corporation and the Subsidiaries has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (sdd) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that Financial Statements, neither the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of nor any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thSubsidi