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

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to and agrees with each of the Underwriters Subscriber (and acknowledges that each of the Underwriters Subscriber is relying upon such representations and warranties in connection with its execution and delivery of this Agreement thereon) that: (a) The Registration Statement the Corporation has become effective; no stop order suspending the effectiveness full corporate right, power and authority to execute and deliver this Subscription Agreement and to issue the Flow-Through Shares to the Subscriber and to incur and renounce to the Subscriber Qualifying Expenditures in an amount equal to the Commitment Amount; (b) the Corporation is duly incorporated and validly subsisting, and is qualified to carry on business in each jurisdiction in respect of which the carrying out of the Registration Statement is activities contemplated hereby make such qualification necessary; (c) the Corporation has complied or will comply with all applicable corporate and securities laws in effectconnection with the offer and sale of the Flow-Through Shares; (d) upon acceptance by the Corporation, this Subscription Agreement shall constitute a binding obligation of the Corporation enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and no proceedings for such purpose are pending before or, other laws of general application limiting the enforcement of creditors' rights generally and to the Corporation’s knowledgegeneral principles of equity including the fact that specific performance is available only in the discretion of the court; (e) the execution, threatened delivery and performance of this Subscription Agreement by the Commission; Corporation and the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution issue of the Offered Units has been issued or taken by any Canadian Securities Commission Flow-Through Shares and no proceedings for that purpose have been instituted or are pending or, the incurring of the Qualifying Expenditures and the renunciation of Qualifying Expenditures to the knowledge Subscriber pursuant hereto does not and will not constitute a breach of or default under the constating documents of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filedlaw, contain fullregulation, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will not contain any untrue statement of a material fact order or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders ruling applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required or any agreement to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that which the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, a party or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or by which it is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein.bound; (f) The Corporation’s outstanding common shares the Corporation is, and at all material times will be, a "principal-business corporation"; (g) upon issuance pursuant to the provisions hereof, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Act and the Flow-Through Shares will not be "prescribed shares" for the purpose of section 6202.1 of the Regulations to the Act, assuming that there are listed no agreements, arrangements, obligations or undertakings as contemplated by such provisions in respect of the Flow-Through Shares, other than any agreements, arrangements, obligations or undertakings to, or in respect of which, the Corporation or a specified person in respect of the Corporation is a party or has knowledge; and (h) other than subscription agreements entered into with subscribers for Flow-Through Shares (as defined in subsection 66(15) of the Act) of the Corporation on the Toronto Stock Exchange date hereof, the Corporation is not a party to any agreements for the issuance of "flow-through shares" (as defined in subsection 66(15) of the “TSX”Act) and the New York Stock Exchange (the “NYSE”) and pursuant to which (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and required expenditures have not been incurred; or (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to required amounts have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEnot been renounced. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to and agrees with each of the Underwriters Subscriber (and acknowledges that each of the Underwriters Subscriber is relying upon such representations and warranties in connection with its execution and delivery of this Agreement thereon) that: (a) The Registration Statement has become effective; no stop order suspending Corporation is a corporation duly incorporated and validly existing under the effectiveness laws of the Registration Statement Delaware. The Corporation is in effectduly qualified to transact its business, and no proceedings for such purpose are pending before or, except where failure to be so qualified would not have a material adverse effect on the Corporation’s knowledgefinancial condition, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order prospects, business, operations or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied withproperty. (ib) The Registration Statement did not containCorporation has all required corporate power, as authority and capacity to enter into and carry out the provisions of this Subscription Agreement and the Applicable Time, transactions contemplated hereby and as of all necessary corporate action has been taken or will have been taken prior to the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to Time by the Corporation to duly authorize the execution and delivery of this Subscription Agreement so as to validly create, issue and deliver the Shares and securities comprising the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities ActSubscribed Units. (c) The Corporation has complied with all applicable securities laws is not in each default or in breach of, and execution and delivery of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to this Subscription Agreement by the Corporation, if any, the performance and compliance with the terms of this Subscription Agreement and the issue and sale of the Canadian Securities Commissions (collectivelySubscribed Units will not result in any breach of, “Canadian Securities Laws”)or be in conflict with or constitute a default under, required to be complied with by the Corporation to qualify the distribution or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the Offered Unitsconstating documents, the Shares and the Warrants to the public as contemplated hereby in each articles or resolutions of the Canadian Qualifying Jurisdictions except for the filing of the Canadian SupplementCorporation. (d) Any free writing prospectus that The Unit Securities will be validly issued and outstanding (and in respect of the Corporation is required to file pursuant to Rule 433(d) under Common Stock comprised therein, as fully paid and non-assessable). Upon the Securities Act has been, or will be, filed with exercise of the Commission Warrants in accordance with the requirements terms set out in the certificates representing the Warrants (including payment of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first useexercise price), the Corporation has not prepared, used or referred to, Warrant Stock will be duly issued as fully paid and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Actnon-assessable. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed This Subscription Agreement has been or will conform when so filed in all material respects with Canadian Securities Lawsbe, at or prior to the Closing Time, duly authorized, executed and none of such documents, as of their respective dates, contained or delivered by the Corporation and will contain any untrue statement of material fact or omitted or will omit to state be a material fact required to be stated therein or necessary to make the statements therein, in the light valid and binding obligation of the circumstances under which they were madeCorporation enforceable in accordance with its terms (except as the enforceability thereof may be limited by (i) bankruptcy, not misleading; each documentinsolvency or similar laws affecting creditors’ rights generally, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein(ii) general equitable principles). (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon By execution of this Subscription Agreement, the Corporation complying hereby agrees with the usual conditions imposed Subscriber that the representations and warranties made by the TSX Corporation to the Agent as set forth in the Agency Agreement shall apply, mutatis mutandis, to the Subscriber. Such representations and warranties shall continue in full force and effect for the NYSE, as applicable, with respect thereto and (ii) benefit of the Warrants will be listed and posted for trading on the TSX upon the Corporation complying Subscriber in accordance with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEAgency Agreement. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriter that as at the date hereof: (a) the Corporation has been duly incorporated, continued or amalgamated and agrees with each 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 and the Underwriters Corporation has all requisite corporate power and acknowledges that each of authority to carry out its obligations under this Agreement, the Underwriters is relying Warrant Indenture (upon such representations execution and warranties delivery thereof), the Warrant Certificates (upon execution and delivery thereof), the Broker Warrant Certificates (upon execution and delivery thereof) and any other document, filing, instrument or agreement delivered in connection with the Offering, and to carry out its obligations hereunder and thereunder; (b) no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation to which the Corporation is a party or of which the Corporation has knowledge; (c) 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; (d) the Corporation directly beneficially owns all of the outstanding shares in the capital of the Subsidiary as disclosed in the Prospectus free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and all such shares in the capital of the Subsidiary 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 right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any such shares or for the issue or allotment of any unissued securities in the capital of the Subsidiary or any other security convertible into or exchangeable for any such securities in the capital of the Subsidiary; (e) the Subsidiary is a corporation duly organized and validly existing under the laws of its governing jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licenses and authorizations necessary or required to carry on its business as now conducted and to own, lease 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; (f) neither the Corporation nor the Subsidiary is (i) in default or in breach of the constating documents or resolutions of its directors or shareholders or (ii) in default of any material obligations under any Material Agreement or other document to which the Corporation and/or the Subsidiary is a party or by which the Corporation and/or the Subsidiary is bound; (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 that:and the sale of the Offered Securities, and the consummation of the transactions contemplated hereby, have been made or obtained or will be obtained prior to the Closing Date, as applicable, subject only to the Standard Listing Conditions and any post-Closing notice filings required under applicable U.S. Securities Laws; (ah) The Registration Statement has become effective; no stop order suspending upon the effectiveness execution and delivery thereof, each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Broker Warrant Certificates shall constitute a valid and binding obligation of the Registration Statement is Corporation and each shall be enforceable against the Corporation in effectaccordance 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 Laws; (i) the currently issued and outstanding Common Shares are listed and posted for trading on the Exchanges and no order ceasing or suspending trading in the Common Shares or prohibiting the trading of any of the Common Shares has been issued and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.threatened; (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (iij) the Canadian Prospectus and any amendment or supplement thereto will, when definitive form of certificate representing the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Common Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects complies with the requirements of the Securities Business Corporations Act and (Ontario), complies with the rules and regulations requirements of the Commission under TSX Company Manual and does not conflict with the Securities Act.constating documents of the Corporation; (ck) The Corporation has complied the Financial Statements: (i) have been prepared in accordance with international financial reporting standards in Canada consistently applied throughout the period referred to therein; (ii) contain no misrepresentation and present fairly, in all applicable securities laws in each material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Canadian Qualifying Jurisdictions, including the respective rules Corporation as at such dates and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders results of operations of the Canadian Securities Commissions Corporation for the periods then ended; and (iii) contain and reflect adequate provision or allowance for all discretionary rulings reasonably anticipated liabilities, expenses and orders applicable to losses of the Corporation, if any, and there has been no change in accounting policies or practices of the Canadian Securities Commissions Corporation since December 31, 2019; (l) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of the Common Shares 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; (m) 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, “Canadian Securities LawsTaxes”)) due and payable by the Corporation and the Subsidiary have been paid except where the failure to pay such taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be complied with filed by the Corporation to qualify and the distribution Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where such failure would not have a Material Adverse Effect. The Corporation has not received any written notice regarding examination of any tax return of the Offered Units, Corporation or the Shares Subsidiary currently in progress and the Warrants Corporation has no knowledge of any facts that could give rise to any such examination 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 or the Subsidiary except where such examinations would not have a Material Adverse Effect; (n) the Scientific Research and Experimental Development (“SR&ED”) credits receivable as described in the Prospectus and any other SR&ED credits otherwise applied for by the Corporation are based on underlying work, expenses and claims of the Corporation giving rise to such SR&ED credits which satisfy the requirements of the Income Tax Act (Canada) in order for the Corporation to claim or have claimed such SR&ED credits, and to the knowledge of the Corporation there are no facts, circumstances or basis upon which the applicable taxing authority could reject, disallow, adversely reassess or deny the Corporation any such SR&ED credits, except (i) as disclosed in Note 8 of the Annual Financial Statements and (ii) as otherwise disclosed to the Underwriter in writing; (o) the Corporation’s Auditors, which are the auditors who audited the Annual Financial Statements and who provided their audit report thereon, are independent public as contemplated hereby in each accountants under Applicable Securities Laws of the Canadian Qualifying Offering Jurisdictions except for and there has never been a “reportable disagreement” (within the filing meaning of NI 51-102) between the Canadian Supplement.Corporation and the Corporation’s Auditors; (dp) Any free writing prospectus that the Corporation 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 international financial reporting standards 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 differences; (q) the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed in compliance with the Commission certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings with respect to the Corporation’s annual and interim filings with Canadian Securities Regulators; (r) the audit committee of the Corporation is comprised and operates in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees Committees; (s) except as disclosed in the Prospectus, there are no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, securities in the capital of the Corporation or the Subsidiary that are outstanding and no person is entitled to any pre-emptive or any similar rights to subscribe for any of Common Shares or other securities of the Corporation or the Subsidiary; (t) all information which has been prepared by the Corporation relating to the Corporation and the applicable requirements Subsidiary and their respective business, properties and liabilities that is or has been publicly disclosed or otherwise provided to the Underwriter or its counsel, including any investor or corporate presentations posted on the Corporation’s website, and all financial, marketing, sales and operational information, is, as of the NYSEdate of such information, true and correct in all material respects, contains no misrepresentation and no fact or facts have been omitted therefrom which would make such information misleading; (u) except as properly disclosed in the Prospectus, the Corporation or the Subsidiary has not approved, has not entered into any agreement in respect of, and to the knowledge of the Corporation there are no facts or circumstances 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 property or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiary whether by asset sale, transfer of shares or otherwise; (ii) the issuance of any securities of the Corporation or the Subsidiary or a right of first refusal with respect to the issuance by the Corporation or the Subsidiary of any securities; (iii) any change in control of the Corporation (whether by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation); (iv) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation; or (v) an agreement in force or having the effect of which in any manner affects or will affect the voting or control of any of the securities of the Corporation or the Subsidiary; (v) no legal or governmental proceedings are pending to which the Corporation or the Subsidiary is a party or to which its property is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against, or are contemplated with respect to, the Corporation or the Subsidiary or its properties; (w) except as disclosed in the Prospectus, each of the Corporation and the Subsidiary is the legal and beneficial owner, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, of their respective interests in personal property referred to as owned by it in the Prospectus, and all material agreements under which each of the Corporation and the Subsidiary holds an interest in personal property are in good standing according to their terms; (x) the minute books and records of the Corporation made available to the Underwriter and its counsel in connection with its due diligence investigations of the Corporation are all of the minute books and records of the Corporation and contain copies of all material proceedings of the shareholders, the board of directors and all committees of the board of directors of the Corporation to the date of review of such corporate records and minute books, and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Corporation not reflected in such minute books and other records; (y) the Corporation is, and will be at the Closing Time and any Over-Allotment Closing Time, an Eligible Issuer and a reporting issuer under Applicable Securities Laws in the Canadian Offering Jurisdictions, and the Corporation is not in default in any material respect of any requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the applicable Securities Regulators. “U.S. 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, since January 1, 2016, 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, except to the extent that the Offering and the transactions contemplated thereunder may constitute a material change; (z) the execution and delivery of each of this Agreement, the Warrant Indenture, the Warrant Certificates and the Broker Warrant Certificates and the compliance with all provisions contemplated thereunder, the Offering and sale of the Offered Securities and the issuance of the Offered Securities and the Broker Warrants does not and will not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, Securities Regulator, Regulatory Authority or other third party (in each case in the Offering Jurisdictions), except: (A) such as have been obtained; or (B) such as may be required and will be obtained by the Closing Time on the Closing Date; (ii) result in a breach 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: (A) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or any committee of the board of directors of the Corporation; (B) any Applicable Law applicable to the Corporation, including the Applicable Securities Laws” means , or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Securities Act and Corporation; or (C) any Material Agreement; or (iii) give rise to any lien, charge or claim in or with respect to the Exchange Actproperties or assets now owned or hereafter acquired by the Corporation or the Subsidiary or the acceleration of or the maturity of any debt under any indenture, and applicable state securities laws.mortgage, lease, agreement or instrument binding or affecting the Corporation or the Subsidiary or any of its properties; (aa) the authorized capital of the Corporation consists of an unlimited nu

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and agrees with each of the Underwriters Purchasers, and acknowledges that each of the Underwriters is Agents, Theia and the Purchasers are relying upon such representations and warranties in connection with its execution and delivery of this Agreement thatwarranties, as follows: (a) The Registration Statement All necessary corporate action has become effective; no stop order suspending been taken to authorize the effectiveness creation, issue and sale of, and the delivery of the Registration Statement is Subscription Receipts, in effectcertificated or uncertificated form, and: (i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued; (ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and (iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares. (b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws. (c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement. (d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and no proceedings for the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof. (e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such purpose are pending before orlimitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, to insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally. (f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation’s knowledge: (i) does not require any consent, threatened by approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation; (ii) will not contravene any statute or regulation of any governmental authority which is binding on the Commission; Corporation, where such contravention would materially and adversely affect the Final Receipt has been obtained from the Canadian Securities Commissions and no order business, operations, capital or action that would have the effect of suspending the distribution of the Offered Units has been issued condition (financial or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge otherwise) of the Corporation; and (iii) will not result in the breach of, are contemplated or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation. (g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement. (h) The Corporation is not party to or bound or affected by any Canadian Securities Commission; and commitment, agreement or document containing any request made to covenant which would prohibit or restrict the Corporation on the part of any Canadian Securities Commission for additional information has been complied withfrom entering into this Agreement. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will not contain, any untrue statement of a There are no material fact changes or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and or the Shares and the Warrants as required by Canadian Securities Laws Subsidiaries (as defined below)herein) that have not been disclosed to the Agents, and will not contain any untrue statement other than the acquisition of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein▇▇▇▇ ▇. ▇▇▇▇▇ Street, in light of the circumstances in which they were madeNorth Las Vegas, not misleadingNevada (“3950”) on August 31, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use2018, the Corporation has not preparedcompleted any significant acquisitions, used or referred to, and will not, without your prior consent, prepare, use or refer to, nor has it entered into any free writing prospectus. The Corporation meets binding agreements with respect to acquisitions that would require the general eligibility requirements for use filing of Form F-10 under a business acquisition report other than pursuant to the Securities ActReverse Takeover. (ej) Each document filed or to be filed with the Canadian Securities Commissions All filings and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact fees required to be stated therein or necessary to make made and paid by the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed Corporation pursuant to the Exchange Act applicable securities laws and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act general corporate law have been made and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinpaid. (fk) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in full compliance in good standing under such laws and has all material respects with the policiesrequisite corporate power and authority, rules either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and regulations of the TSX to enter into this Agreement and the policiesAmalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities LawsBusiness” means the Securities Act business of cultivating, processing and selling at wholesale medical and recreational cannabis in the Exchange Act, and applicable state securities lawsState of Nevada.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to to, and agrees with each of covenants with, the Underwriters Corporation as follows as at the date hereof and as at the Closing Time and acknowledges that each of the Underwriters is Subscriber and its counsel, are relying upon on such representations and warranties in connection with the transactions contemplated herein: (a) the Corporation has been duly incorporated and organized under the laws of its jurisdiction of incorporation and is validly existing and is current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation and has all requisite corporate power to carry on its business as now conducted and as presently proposed to be conducted and to own or lease its property and assets; (b) the Corporation has the power and authority to create, issue and deliver the Underlying Securities and the Warrant Shares issuable upon the due exercise of the Warrants; (c) as of the Closing Date, the Corporation will have taken all corporate steps necessary to duly authorize all matters in connection with the Offering, including, without limitation: (i) the execution and delivery of this Subscription Agreement that: (a) The Registration Statement has become effectiveand such other agreements and instruments as contemplated herein or therein; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus creation, allotment and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light issuance of the circumstances in which they were madeUnderlying Securities, not misleading, as applicable; and (iii) the Registration Statement, reservation and allotment of a sufficient number of Warrant Shares to be issued upon the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations due exercise of the Commission thereunder, Warrants; (ivd) the Canadian Preliminary Prospectus, the Canadian Prospectus this Subscription Agreement and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units other agreements required in connection with the offering when issue and sale of the U.S. Prospectus is not yet available Units have been or will be, at or prior to prospective purchasersthe Closing Time, the Time of Sale Prospectusduly authorized, as then amended or supplemented executed and delivered by the Corporation, if applicable, Corporation and 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 be valid and binding obligations of the circumstances under which they were made, not misleading, and Corporation enforceable in accordance with their respective terms; (vie) each of the Prospectuses as execution and delivery of their dates this Subscription Agreement and as the certificates evidencing the Warrants, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Closing Date does Units and the consummation of the transactions contemplated in this Subscription Agreement, including the issuance and delivery of the Underlying Securities and delivery of the Warrant Shares upon the exercise of the Warrants, respectively, do not contain and will not contain conflict with or result in a breach or violation of 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 terms or provisions of, or constitute a default under which they were made(whether after notice or lapse of time or both), not misleading as required by Canadian Securities Laws, except that (A) the representations and warranties set forth in this paragraph do not apply to statements constating documents or omissions in resolutions of the Registration Statement, the Time directors or shareholders of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation which are in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with effect at the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. date hereof; or (cB) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictionsany mortgage, including the respective rules and regulations made thereunder together with applicable published national and local instrumentsnote, policy statementsindenture, noticescontract, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable agreement, joint venture, partnership, instrument, lease or other document to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that which the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, a party or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or by which it is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein.bound; (f) The Corporation’s outstanding common shares are listed on upon the Toronto Stock Exchange (payment therefor, the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Common Shares and Warrant Shares will be listed have been validly issued as fully paid and posted for trading on non-assessable shares in the TSX and capital of the NYSE upon Corporation; (g) the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with its timely and continuous disclosure obligations under applicable securities laws and, without limiting the policies, rules and regulations generality of the TSX and foregoing, there has not occurred any material change, financial or otherwise, in the policiesassets, rules and regulations liabilities (contingent or otherwise), business, financial condition or capital of the NYSE.Corporation on a consolidated basis since June 30, 2010 which has not been publicly disclosed on a non-confidential basis; all statements set forth in all documents publicly filed by or on behalf of the Corporation pursuant to applicable securities laws, were true, correct, and complete in all material respects and did not contain any misrepresentation as of the date of such statements; and (gh) KPMG LLPthe Corporation does not have any knowledge of, and has not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, and which would have a material adverse effect on, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply withits material property, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsassets or operations.

Representations and Warranties of the Corporation. The Except as disclosed in the Corporation’s Public Disclosure Record and the Corporation’s Disclosure Letter, the Corporation represents and warrants to and agrees with each of the Underwriters Purchaser Parties as follows and acknowledges that each of the Underwriters is Purchaser Parties are relying upon on such representations and warranties in connection with the Arrangement: (a) the Special Committee has received the Valuation and Fairness Opinion from the Financial Advisor and, as of the date hereof: (i) the Special Committee, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is in the best interests of the Corporation and is fair to the Public Shareholders and has unanimously recommended that the Unconflicted Board of Directors approve the Arrangement and recommend to the Public Shareholders that they vote their Corporation Shares in favour of the Arrangement; (ii) the Unconflicted Board of Directors, having received the recommendation of the Special Committee and after consultation with its legal advisors has determined unanimously that the Arrangement is in the best interests of the Corporation and is fair to the Public Shareholders, has unanimously approved the Arrangement and the execution and performance of this Agreement and resolved unanimously to recommend to the Public Shareholders that they vote their Corporation Shares in favour of the Arrangement; and (iii) to the Knowledge of the Corporation, each member of the Board of Directors and each of the named executive officers of the Corporation has indicated that he or she intends to vote the Corporation Shares that he or she directly or indirectly owns in favour of the Arrangement Resolution; (b) the Corporation is validly existing under the provincial laws of Ontario, has the corporate power to enter into this Agreement and to perform its obligations hereunder. The Corporation is duly qualified as a corporation to do business in each jurisdiction in which the nature of its business makes such qualification necessary, except where such failure to qualify would not have or would not reasonably be expected to have a Material Adverse Effect; (c) the authorized and issued capital of the Corporation consists of (i) an unlimited number of common shares, of which 117,421,243 common shares have been validly issued and are outstanding as of the close of business on December 22, 2014 as fully paid and non-assessable shares and have not been issued in violation of any pre-emptive rights or other contractual rights to purchase securities granted by the Corporation or arising under any applicable Law and (ii) an unlimited number of preference shares, issuable in series, of which none are issued and outstanding. As of the close of business on December 22, 2014, an aggregate of 5,005,639 Corporation Shares were issuable upon the exercise of Options and such Corporation Shares have been duly authorized and, upon issuance, will be validly issued and outstanding as fully paid and non-assessable shares, and will not have been issued in violation of any preemptive rights or other contractual rights to purchase securities granted by the Corporation or arising under any applicable Law. As of the date hereof, except for Options, RSUs, DSUs and Escrowed Shares, there are no options, warrants, conversion privileges, commitments (contingent or otherwise) or other agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of the Corporation, or any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of the Corporation. All securities of the Corporation (including the common shares, Options, RSUs, DSUs and Escrowed Shares) have been issued in compliance with all applicable Securities Laws. Other than the common shares and Options, there are no securities of the Corporation or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Corporation Shareholders on any matter. There are no outstanding contracts of the Corporation to repurchase, redeem or otherwise acquire any of its securities; (d) this Agreement has been duly authorized, executed and delivered by the Corporation and is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation by the Purchaser Parties in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity; (e) each of the Corporation and its subsidiaries: (i) has conducted its business in compliance with, and is conducting its business in compliance with, all applicable Laws in each jurisdiction in which it conducts business, other than any non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect; and (ii) is duly licensed, registered or qualified in all jurisdictions to enable its business to be conducted and its property and assets to be owned, leased and operated, in all material respects, as now conducted, owned, leased or operated, and all such licences, registrations and qualifications are valid and subsisting and no such licence, registration or qualification contains any term, provision, condition or limitation which, individually or in the aggregate, would have a Material Adverse Effect; (f) except as disclosed to the Purchaser, the execution and delivery of this Agreement thatby the Corporation and the consummation of the Arrangement will not: (ai) The Registration Statement has become effective; no stop order suspending result in the effectiveness breach or violation of any of the Registration Statement provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Corporation under: (A) any provision of its constating documents or by-laws or resolutions of the Board of Directors (or any committee thereof) or the Corporation Shareholders; (B) any material judgment, decree, order or award outstanding as of the date hereof of any court, governmental body or arbitrator having jurisdiction over the Corporation; (C) any licence, permit, approval, consent or authorization held by the Corporation that is necessary to the operation of the business carried on by the Corporation and its subsidiaries; (D) any applicable Law, statute, ordinance, regulation or rule the breach of which would have a Material Adverse Effect; or (E) any other contract or agreement that is material to the Corporation and its subsidiaries; or (ii) give rise to any right of termination or acceleration of indebtedness of the Corporation and its subsidiaries, or cause any third party indebtedness of the Corporation and its subsidiaries to come due before its stated maturity; (g) the Corporation is a “reporting issuer” in Canada and is not on the list of reporting issuers in default under applicable Canadian provincial and territorial Securities Laws, and is in effectcompliance with all applicable Securities Laws in all material respects, and no proceedings for such purpose are pending before delisting of, suspension of trading in or cease trading order with respect to any securities of the Corporation and, except as set forth in the Corporation’s Disclosure Letter, to the Knowledge of the Corporation, no inquiry or investigation (formal or informal) of any Securities Authorities, is in effect or ongoing or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge Knowledge of the Corporation, are contemplated by any Canadian Securities Commissionexpected to be implemented or undertaken; and any request made to and (h) the Corporation on documents comprising the part of any Canadian Securities Commission for additional information has been complied with.Corporation’s Public Disclosure Record: (i) The Registration Statement did not containnot, at the time filed with the Securities Authorities or at the time of becoming effective, as of the Applicable Timeapplicable, and as of the Closing Date will not contain, 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, misleading in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (ii) include all documents required to be filed in accordance with applicable Securities Laws with the Securities Authorities, and (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms documents complied in all material respects with applicable Securities Laws at the requirements of time they were filed, and the Corporation: (A) has in all material respects, timely filed or caused to be filed with the Securities Act Authorities all forms, reports, schedules, statements and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), other documents required to be complied with filed by the Corporation to qualify the distribution or any of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under its subsidiaries with the Securities Act has beenAuthorities since December 31, or will be2013, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules all such forms, reports, schedules, statements and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply other documents complied in all material respects with all applicable Securities Laws at the requirements of time they were filed; and (B) has not filed any confidential material change report which, at the Securities Act and the applicable rules and regulations of the Commission thereunder. Except date hereof, remains confidential. (i) except for the free writing prospectusesFinancial Advisor, if anyno broker, identified in Schedule II finder or III heretoinvestment banker is entitled to any brokerage, and electronic road showsfinder’s or other fee or commission from, if any, each furnished or to you before first usethe reimbursement of any of its expenses by, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed its subsidiaries in connection with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus this Agreement or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered UnitsArrangement. The Corporation has taken no action designed toprovided to the Purchaser a correct and complete copy of all agreements relating to the arrangements between it and the Financial Advisor that are in effect at the date hereof and agrees not to amend the terms of the agreement between it and the Financial Advisor relating to the payment of fees and expenses without the prior written approval of the Purchaser, which consent may not be unreasonably withheld or likely delayed; and (j) to have the effect of, delisting knowledge of the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” no prior valuations (within the meaning of National Instrument 51MI 61-102 Continuous Disclosure Obligations (“NI 51-102”)101) between of the Corporation and such auditors or any former auditors of have been made in the Corporation. The responsibilities and composition of 24 months prior to the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsdate hereof.

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each the Authority that, as of the Underwriters date of execution of this Loan Agreement and acknowledges that each as of the Underwriters is relying upon date of delivery of the Series 2018A Bonds to the initial purchasers thereof (such representations and warranties to remain operative and in connection with its execution full force and delivery effect regardless of this Agreement that:the issuance of the Series 2018A Bonds or any investigations by or on behalf of the Authority or the results thereof): (a) The Registration Statement has become effective; no stop order suspending Corporation is a California nonprofit public benefit corporation duly incorporated and in good standing under the effectiveness laws of the Registration Statement State, and has full legal right, power and authority to enter into the Ground Lease, the Facility Lease, the Development Agreement and the Loan Agreement (the “Corporation Documents”), and to carry out all of its obligations under and consummate all transactions contemplated hereby and by the Corporation Documents, and by proper corporate action has duly authorized the execution, delivery and performance of the Corporation Documents. (b) The officers of the Corporation executing the Corporation Documents are duly and properly in office and fully authorized to execute the same. (c) The Corporation Documents have been duly authorized, executed and delivered by the Corporation. (d) The Corporation Documents, when assigned to the Trustee pursuant to the Indenture, will constitute the legal, valid and binding agreements of the Corporation enforceable against the Corporation by the Trustee in accordance with their terms for the benefit of the Holders, provided that any obligations of the Corporation not so assigned to the Trustee constitute the legal, valid, and binding agreements of the Corporation enforceable against the Corporation by the Authority in accordance with their terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in effecta proceeding at law or in equity and by public policy. (e) The execution and delivery of the Corporation Documents, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the Articles of Incorporation of the Corporation, its bylaws, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Corporation is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Corporation Documents, or the financial condition, assets, properties or operations of the Corporation. (f) No consent or approval of any trustee or holder of any indebtedness of the Corporation or any guarantor of indebtedness of or other provider of credit or liquidity of the Corporation, and no proceedings for such purpose are pending before orconsent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the Corporation’s knowledgeexecution and delivery of the Corporation Documents, threatened by or the Commission; consummation of any transaction herein or therein contemplated, or the Final Receipt has fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained from the Canadian Securities Commissions or made and as are in full force and effect. (g) There is no order action, suit, proceeding, inquiry or action that would have the effect of suspending the distribution of the Offered Units has been issued investigation, before or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted State or are pending orfederal court or any State, municipal or other governmental authority, pending, or to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made after reasonable investigation, threatened, against or affecting the Corporation or the assets, properties or operations of the Corporation which, if determined adversely to the Corporation on or its interests, would have a material adverse effect upon the part consummation of the transactions contemplated by, or the validity of, the Corporation Documents, or upon the financial condition, assets, properties or operations of the Corporation, and the Corporation is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any Canadian Securities Commission court or any order, regulation or demand of any federal, State, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Corporation Documents, or the financial condition, assets, properties or operations of the Corporation. All tax returns (federal, State and local) required to be filed by or on behalf of the Corporation have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Corporation in good faith, have been paid or adequate reserves have been made for additional information has been complied withthe payment thereof which reserves, if any, are reflected in the audited financial statements described therein. Subject to the Facility Lease, the Corporation enjoys the peaceful and undisturbed possession of all of the premises upon which the Project is to be located. (ih) The Registration Statement did not containNo written information, as exhibit or report furnished to the Authority by the Corporation in connection with the negotiation of the Applicable Time, and as of the Closing Date will not contain, Corporation Documents contains 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or . (i) The Corporation has full power and authority to be filed pursuant carry on its business as now being conducted and to enter into the Exchange Act Corporation Documents and incorporated by reference the transactions contemplated therein. (j) Except as provided in the Time Indenture and this Loan Agreement, the Corporation shall not pledge or otherwise encumber, or permit the pledge or encumbrance of, any money, investment, or investment property as security for payment of Sale Prospectus any amounts due under this Loan Agreement and shall not establish any segregated reserve or similar fund for such purpose and shall not prepay any such amounts in advance of the U.S. Prospectus complied redemption date of an equal principal amount of the Series 2018A Bonds. (k) All representations, warranties and certifications made by the Corporation in connection with the delivery of the Series 2018A Bonds on the Closing Date, including, but not limited to, those representations, warranties and certifications contained in any certificate or will comply when so filed agreement concerning the exclusion of interest on the Series 2018A Bonds from gross income for purposes of federal income taxation executed by the Corporation, are true, correct, and complete in all material respects with the Exchange Act and the applicable rules and regulations as of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinClosing Date. (fl) The Corporation’s outstanding common shares are listed on Corporation has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Toronto Stock Exchange Corporation is a party or by which the Corporation is otherwise bound, other than the obligations under this Loan Agreement, obligations incurred under various financing and development documents entered into in connection with the financing of facilities located in the Orange County Civic Center Plaza known as Building 16 (the “TSXBuilding 16 Financing Documents”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE), as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants obligations subordinate to the applicable minimum number Corporation’s obligations under this Loan Agreement, and obligations incurred in the ordinary course of public securityholders pursuant to the offering of the Offered Units. its operations. (m) The Corporation has taken no action designed tonot borrowed or received other debt financing that has not been heretofore repaid in full other than with respect to the debt financing under this Loan Agreement and under the Building 16 Financing Documents, or likely and any debt financing of the Corporation that is subordinate to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority obligations under this Loan Agreement. (as defined below), the TSX or the NYSE is contemplating terminating such listing. n) The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEall applicable Environmental Regulations. (go) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to Neither the Corporation nor the Project is the subject of a federal, state or local investigation evaluating whether any remedial action is needed to respond to any alleged violation of or condition regulated by Environmental Regulations or to respond to a release of any Hazardous Substances into the environment. (p) The Corporation does not have any material contingent liability in connection with the release of any Hazardous Substances into the environment, and its consolidated subsidiaries (the “Subsidiaries”) as required has no material financial obligation under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning any indenture, mortgage, deed of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between trust, loan agreement or other agreement or instrument to which the Corporation is a party or by which the Corporation is otherwise bound, other than the obligations set forth in the Corporation Documents and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply withBuilding 16 Financing Documents, and other indebtedness evidenced by the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsPermitted Encumbrances.

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement Administrator that: (a) a. It is a corporation, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has become effective; no stop order suspending been filed and will be effective and remain effective during the effectiveness term of this Agreement. The Corporation also warrants to the Administrator that as of the Registration Statement is in effecteffective date of this Agreement, and no proceedings for such purpose are pending before or, to all necessary filings under the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution securities laws of the Offered Units has states in which the Corporation offers or sells its shares have been issued made; f. No legal or taken by any Canadian Securities Commission and no administrative proceedings for that purpose have been instituted or are pending orthreatened which would impair the Corporation’s ability to perform its duties and obligations under this Agreement; g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Corporation or any law or regulation applicable to it; and h. Where information provided by the Corporation or the Corporation’s Investors includes information about an identifiable individual (“Personal Information”), the Corporation represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable TimeAdministrator, and as of required for the Closing Date will not contain, any untrue statement of a material fact or omit Administrator to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus use and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units disclose such Personal Information in connection with the offering when performance of the U.S. Prospectus is not yet available to prospective purchasersservices hereunder. The Corporation acknowledges that the Administrator may perform any of the services, and may use and disclose Personal Information outside of the Time of Sale Prospectus, as then amended or supplemented jurisdiction in which it was initially collected by the Corporation, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make including the statements therein, in the light of the circumstances under which they were made, not misleading, United States and (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if anyincluding Personal Information may be accessed by national security authorities, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to be complied with by the Corporation for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to qualify comply with any applicable law that regulates the distribution of the Offered Unitscollection, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepareprocessing, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use disclosure of Form F-10 under the Securities ActPersonal Information. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. 5.1. The Corporation represents and warrants and covenants to and agrees with each of the Underwriters and acknowledges that each of Subscriber that, as at the Underwriters is relying upon such representations and warranties in connection with its execution and delivery date of this Agreement and at the Closing Time that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness Corporation is a valid and subsisting corporation duly incorporated and in good standing under the laws of the Registration Statement jurisdiction in which it is incorporated, continued or amalgamated; (b) the Corporation has complied, or will comply, with all applicable corporate and securities laws and regulations in effectconnection with the offer, sale and no proceedings for such purpose are pending before or, to issuance of the Corporation’s knowledge, threatened by the Commission; the Final Receipt Purchased Securities; (c) this Agreement when accepted has been obtained from the Canadian Securities Commissions and no order or duly authorized by all necessary corporate action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of the Corporation and, subject to acceptance by the Corporation, constitutes a valid obligation of the Corporation legally binding upon it and enforceable in accordance with its terms; (d) except as qualified by the disclosure in all prospectuses, forms, reports, documents and information required to be filed by it, whether pursuant to Applicable Securities Laws or otherwise, with the Exchange (or one of its predecessors) or the Regulatory Authorities (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, all agreements by which the Corporation holds an interest in a property, business or assets are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (e) the financial statements comprised in the Disclosure Record accurately reflect the financial position of the Corporation as at the date thereof, and no adverse material changes in the financial position of the Corporation have taken place since the date of the Corporation’s last financial statements except as filed in the Disclosure Record; (f) the creation, issuance and sale of the Purchased Securities by the Corporation does not and will not conflict with, and does not and will not result in a breach of, any Canadian of the terms, conditions or provisions of its constating documents or any material agreement or instrument to which the Corporation is a party; (g) the Purchased Securities Commission for additional information has will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable; (h) the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge no such actions, suits or proceedings have been complied with.threatened as at the date hereof, except as disclosed in the Disclosure Record; (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does nothereof, and at no order ceasing or suspending trading in the time securities of each the Corporation nor prohibiting sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except such securities that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished has been issued to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act or its directors, officers or promoters is currently outstanding and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition best of the Corporation’s audit committee comply withknowledge no investigations or proceedings for such purposes are pending or threatened; and (j) except as set out in the Disclosure Record or herein, and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming an agreement or option for the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements issue or allotment of any unissued common shares of the NYSE. “U.S. Securities Laws” means Corporation or any other security convertible or exchangeable for any such shares or to require the Securities Act and Corporation to purchase, redeem or otherwise acquire any of the Exchange Act, and applicable state securities lawsissued or outstanding shares of the Corporation.

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters Agents, and acknowledges that each of the Underwriters is Agents are relying upon such representations and warranties in connection with its execution and delivery of this Agreement warranties, that: (a) The Registration Statement the Corporation has become effective; been duly continued and is valid and subsisting under the laws of British Columbia, and has all requisite corporate power and authority to carry on its business as now conducted and to own its properties and assets; (b) the Corporation is qualified to carry on business under the laws of each jurisdiction in which it carries on a portion of its business; (c) the Corporation does not have any Subsidiaries, the Corporation is not "affiliated" with or a "holding corporation" of any other body corporate (within the meaning of those terms in the BCCA), nor is it a partner of any partnerships or limited partnerships, and the Corporation has no stop order suspending material shareholdings in any other corporation or business organization; (d) at the effectiveness Closing Time, the Flow-Through Shares and Common Shares will be duly and validly created, authorized, allotted and reserved for issuance and, upon receipt of the Registration Statement purchase price therefore, will be issued as fully paid and non- assessable common shares; (e) at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Broker Warrants and the Warrants and to authorize and reserve for issuance the Underlying Shares and upon the due and proper exercise of the Broker Warrants and Warrants in accordance with their respective terms and upon receipt of payment therefore, the Underlying Shares issued by the Corporation will be validly issued as fully-paid and non-assessable Common Shares; (f) 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 Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates by the Corporation or any of the transactions contemplated hereby and thereby, 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: (i) any term or provision of the articles, by laws or resolutions of the directors (or committee thereof) or shareholders of the Corporation; (ii) 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 (iii) any law, judgment, decree, order, statute, rule or regulation applicable to the Corporation or its properties or assets, 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 properties or assets (on a combined basis) or would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement, the Subscription Agreements, the Broker Warrant Certificates or the Warrant Certificates; (g) the Corporation has full corporate capacity, power and authority to enter into this Agreement, the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates and to perform its obligations set out herein and therein (including, without limitation, to create, issue and sell the Flow-Through Shares and renounce to the Flow-Through Subscribers Qualifying Expenditures in an amount equal to the Commitment Amount), and this Agreement has been and the Subscription Agreements, the Warrant Certificates and the Broker Warrant Certificates will be, on the Closing Date, duly authorized, executed and delivered by the Corporation, and this Agreement is, and the Subscription Agreements, Warrant Certificates and Broker Warrant Certificates will on the Closing Date be, legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms subject to laws relating to creditors' rights generally and except as rights to indemnity may be limited by applicable law; (h) the books of account and other records of the Corporation, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices; (i) the lease pursuant to which the Corporation occupies any premises is in good standing and in full force and effect, and the Corporation is not in breach of any material covenants, conditions or obligations contained therein; (j) the Financial Statements fairly present, in all material respects and in accordance with generally accepted accounting principles in Canada, consistently applied, the financial position and condition, the results of the operations, cash flows and other information purported to be shown therein of the Corporation as at the dates thereof and for the periods then ended and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Corporation as at the dates thereof required to be disclosed in accordance with generally accepted accounting principles in Canada, and include all adjustments necessary for a fair presentation; (k) there has not been any disagreement (within the meaning of Section 4.11 of National Instrument 51-102 of the Canadian Securities Administrators) with the auditors of the Corporation; (l) there are no actions, suits, proceedings for such purpose are pending before or inquiries in existence or, to the best of the Corporation’s 's knowledge, information and belief, after due inquiry, pending or threatened 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 Commission; assets, business, operations, capital or condition (financial or otherwise) of the Final Receipt has been obtained from the Canadian Securities Commissions and no order Corporation or action that would have the effect of suspending which affects or may affect the distribution of the Offered Units has been issued Securities, Broker Warrants or taken Underlying Shares or which would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement, the Subscription Agreements, the Warrant Certificates or the Broker Warrant Certificates 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; (m) the Corporation is not a party to or bound by any Canadian Securities Commission agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements and in transfer agency agreements and indemnification provisions in flow-through subscription agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person; (n) there has not been any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation from the position set forth in the Documents (other than as have been publicly and generally disclosed), and there has not been any material adverse change in the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations, capital or condition (financial or otherwise) of the Corporation since February 28, 2006 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 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 which have not been disclosed in the Documents, in the Public Record or in writing to the Agents; (o) the Corporation does 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 it that are currently outstanding; (p) there are no material contracts or agreements to which the Corporation is a party or by which it is bound, and each of the contracts and agreements disclosed to the Agents in writing constitutes a legally valid and binding agreement of the Corporation enforceable in accordance with their respective terms and, to the knowledge of the Corporation, no party thereto is in default thereunder. For the purposes of this subparagraph, any contract or agreement pursuant to which the Corporation will, or may reasonably be expected to, result in a requirement to expend more than an aggregate of $100,000 or receive or be entitled to receive revenue of more than $100,000 in either case in the next 12 months, or is out of the ordinary course of business of the Corporation, shall be considered to be material; (q) to 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 either of them is bound which is material to the business of the Corporation and no proceedings for that purpose 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 been instituted a material adverse effect on the assets or are pending properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation; (r) the information and statements set forth in the Public Record and the Documents, were true, correct, and complete and did not contain any misrepresentation, as of the date of such information or statement, and were prepared in accordance with and complied with Applicable Securities Laws, and the Corporation has not filed any confidential material change reports still maintained on a confidential basis; (s) no officer, director, employee or any other person not dealing at arm's length with the Corporation or, to the knowledge 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 contemplated by based on production from the Corporation's properties or assets or any Canadian Securities Commission; and any request made revenue or rights attributed thereto; (t) except to the Corporation extent that any violation or other matter referred to in this subparagraph does not have a material adverse effect on the part business, financial condition, assets, properties, liabilities or operations of any Canadian Securities Commission for additional information has been complied with.the Corporation: (i) The Registration Statement did the Corporation is not containin violation of any applicable federal, as of the Applicable Timeprovincial, and as of the Closing Date will not containterritorial, any untrue statement of a material fact state, municipal or omit local laws, regulations, orders, government decrees or ordinances with respect to state a material fact required to be stated therein environmental, health or necessary to make the statements therein not misleadingsafety matters (collectively, "Environmental Laws"); (ii) the Canadian Prospectus Corporation has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws; (iii) except as have been disclosed in writing to the Agents, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any amendment or supplement thereto will, when the Canadian Supplement (body of water or any applicable amendment and/or supplement theretomunicipal or other sewer or drain water systems by the Corporation that have not been remedied; (iv) is filedno orders, contain full, true directions or notices have been issued and plain disclosure of all material facts remain outstanding pursuant to any Environmental Laws relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will not contain any untrue statement of a material fact business or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light assets of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, Corporation; (v) the Time Corporation has not failed to report to the proper federal, provincial, territorial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign ("Government Authority") the occurrence of Sale Prospectusany event which is required to be so reported by any Environmental Law; and (vi) the Corporation holds all licences, as of the Applicable Time did not, as of the date hereof does not, permits and at the time of each sale of the Offered Units approvals required under any Environmental Laws in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time operation of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act its business and the rules ownership and regulations use of the Commission under the Securities Act. (c) The Corporation has complied with its assets, all applicable securities laws such licences, permits and approvals are in each of the Canadian Qualifying Jurisdictions, including the respective rules full force and regulations made thereunder together with applicable published national effect and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not preparedreceived any notification pursuant to any Environmental Laws that any work, used repairs, constructions 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 toto above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (u) the authorized capital of the Corporation consists of an unlimited number of common shares, an unlimited number of first preferred and will notan unlimited number of second preferred shares, without your prior consentof which only 200,849,847 common shares of the Corporation are currently issued and outstanding, prepareeach of which shares are validly issued and fully paid and non-assessable; (v) no officer or director of the Corporation is subject to any limitations or restrictions on their activities or investments, use including any non-competition provisions, that would in any way limit or refer torestrict their involvement with the Corporation or business affairs of the Corporation; (w) to its knowledge, neither the Corporation or any of its shareholders is a party to any unanimous shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Corporation; (x) the form and terms of definitive certificates representing the common shares (including the Flow-Through Shares and Common Shares) have been duly approved and adopted by the Corporation and comply with all legal requirements relating thereto; (y) no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation 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 (whether or not on condition(s)) for the purchase or other acquisition of any unissued securities (including convertible securities) of the Corporation except: (i) as disclosed in the Financial Statements; (ii) 19,115,000 common shares subject to options granted; up to a number of common shares equal to 10% of the issued and outstanding common shares of the Corporation at any particular time as contemplated by the Corporation’s stock option plan; and (iii) 22,202,000 common shares subject to the exercise of outstanding and unexpired warrants; (z) to the knowledge of the Corporation, none of the directors, officers or employees of the Corporation, any free writing prospectus. The person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Corporation meets which, as the general eligibility requirements for use of Form F-10 under case may be, materially affects, is material to or will materially affect the Securities Act.Corporation; (eaa) Each document filed or the Corporation has duly and on a timely basis filed, in proper form, all tax returns required to be filed with by it (other than the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information tax returns relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from fiscal year ended February 28, 2006 which is in process and in respect for which no tax is payable by the TSX or the NYSECorporation) has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, nor has the Corporation received governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject togovernmental authority to be due and owing, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply withnot yet required, and the audit committee operates in accordance withthere are no agreements, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Actwaivers, and applicable state securities laws.or other arrangements providing for an ext

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants certifies to and agrees with each the Purchaser that, as of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery date of this Agreement thatand at the Closing: (a) The Registration Statement has become effective; no stop order suspending Corporation is a valid and subsisting company incorporated and in good standing under the effectiveness laws of the Registration Statement is in effectProvince of British Columbia, and no proceedings for such purpose are pending before or, to each of the Corporation’s knowledge, threatened by subsidiaries is a valid and subsisting corporation organized and in good standing under the Commission; the Final Receipt laws of its respective jurisdiction of organization. (b) This Agreement has been obtained from or will be at the Canadian Securities Commissions and no order or Closing duly authorized by all necessary corporate action that would have on the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge part of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on has full corporate power and authority to undertake the part of any Canadian Securities Commission for additional information has been complied withPrivate Placement and to issue, sell and deliver the Purchased Securities. (ic) This Agreement has been duly executed and delivered by the Corporation and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against the Corporation in accordance with the terms hereof, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. (d) The Registration Statement did Corporation and each of its subsidiaries is 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, except for those jurisdictions where the failure to be so registered and licensed would not containhave a material adverse effect on the business, as prospects, properties or operations of the Applicable TimeCorporation and its subsidiaries, taken as a whole. (e) The Corporation has filed all required annual and as of the Closing Date will not containquarterly reports, any untrue statement of a financial statements, proxy statements/information circulars, press releases, material fact or omit to state a material fact change reports and other documents required to be stated therein filed by or necessary on behalf of the Corporation within the past 12 months (collectively, the “Public Filings”) with The Toronto Stock Exchange (the “TSX”) and the NYSE American LLC (together with the TSX, the “Exchanges”) and any regulatory authority in the United States and such other jurisdictions in which the Corporation is required to make such filings, including, without limitation, the statements therein not misleadingsecurities regulator in the Provinces of British Columbia, Alberta and Ontario (iithe “Canadian Securities Regulators”) and the U.S. Securities and Exchange Commission (the “SEC” and, together with the Canadian Prospectus and any amendment or supplement thereto willSecurities Regulators, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, “Commissions”). All of the Public Filings were true and plain disclosure of correct in all material facts relating to respects as at the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below)respective dates of such filings, and will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian at the respective dates of such filings. There is not presently any material change, as defined in the Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation or change in writing by such Underwriter expressly for use therein. The Form F-X conforms any material fact, as defined in all material respects with the requirements Securities Laws (as defined below), relating to the Corporation or any of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation Purchased Securities, which has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission not been fully disclosed in accordance with the requirements of the Securities Act Laws and the applicable rules and regulations policies of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinExchanges. (f) The Corporation’s outstanding common shares are listed on Except as set forth in the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon Public Filings, neither the Corporation complying with the usual conditions imposed nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will generally accepted accounting principles to be listed and posted for trading set forth on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution a consolidated balance sheet of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Corporation or its subsidiaries. (g) Except as disclosed in the Public Filings filed and publicly available prior to the date of this Agreement (the “SubsidiariesFiled Documents”), and except as expressly contemplated by this Agreement, since the date of the most recent audited financial statements included in the Filed Documents, the Corporation conducted its business only in the ordinary course, and there has not been (i) any material change in the Corporation, (ii) any declaration setting aside or payment of any dividend or other distribution (whether in cash stock or property) with respect to any of the Corporation’s capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Corporation or any of its subsidiaries to any officer of the Corporation or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with prior practice or as was required under applicable Canadian Securities Laws and U.S. Securities Laws employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Documents, (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)y) between any granting by the Corporation and such auditors or any former auditors of its subsidiaries to any officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Documents, or (z) any entry by the Corporation or any of its subsidiaries into any employment, severance or termination agreement with any officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or is likely to have a material adverse effect on the Corporation or its subsidiaries, or (vi) any change in accounting methods, principles or practices by the Corporation or its subsidiaries materially affecting their respective assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles. (h) Except as qualified by the disclosure in the Public Filings, 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 Public Filings as being beneficially owned by the Corporation. The responsibilities Corporation and composition each of its subsidiaries is conducting its business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on. (i) Subject to the representations, warranties and certifications of the Purchaser herein contained being accurate and truthful in all material respects and the Purchaser fulfilling all of its covenants and obligations herein contained, the Corporation has complied and will comply fully with (i) all applicable statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any governmental entity applicable to its business or operations and (ii) the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of, each of the Commissions, state securities laws and the Securities Act (collectively, the “Securities Laws”) and the Business Corporations Act (British Columbia) in relation to the Private Placement. (j) The issue and sale of the Purchased Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s audit committee comply constituent documents or any material agreement or instrument to which the Corporation is a party or by which it is bound. (k) The issue and sale of the Purchased Securities by the Corporation qualifies as an “Exempt Acquisition” under the Amended & Restated Shareholder Rights Plan Agreement dated August 26, 2009 (as amended and restated on September 19, 2012) among the Corporation and Computershare Investor Services Inc. (l) The authorized capital of the Corporation consists of 500,000,000 Common Shares without par value, of which, immediately prior to the Closing, 162,392,996 Common Shares are issued and outstanding. Except for as provided in the Public Filings, 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 any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital. (m) The Purchased Securities, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be validly issued and outstanding, fully-paid and non-assessable. (n) No person, firm or corporation has, or will have, as a result of any action taken by the Corporation or any of its representatives, in the context of the transaction specifically contemplated by this Agreement, any rights, interest or valid claim against or upon the Corporation or the Purchaser for any commission, fee or other compensation as a finder or broker or in any similar capacity. (o) No approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under the Securities Laws and the rules of the Exchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the periods prescribed thereunder. (p) The Corporation has not relied upon the Purchaser for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal investment advisers, legal counsel and tax advisers. (q) The Corporation acknowledges (i) that the Purchaser has not been asked by the Corporation to agree, nor has the Purchaser agreed with the Corporation, to desist from purchasing or selling, long and/or short, securities of the Corporation, or “derivative” securities based on securities issued by the Corporation or to hold the Purchased Securities for any specified term, and (ii) that the Purchaser, and counter parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Shares which were established prior to the Purchaser’s knowledge of the transactions contemplated by this Agreement. The Corporation further understands and acknowledges that following the public disclosure of the transactions contemplated by this Agreement, the Purchaser may engage in hedging and/or trading activities at various times during the period that the Purchased Securities are outstanding, and that such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Corporation both at and after the time the hedging and/or trading activities are being conducted. (r) The Corporation has not disclosed to the Purchaser or any of its officers, directors, employees, affiliates, representatives or agents any material information, which has not been generally disclosed, regarding the Corporation or its subsidiaries or affiliates in connection with the transactions contemplated by this Agreement. (s) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Corporation or, to the Corporation’s knowledge, any person having a relationship with the Corporation listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. (t) Neither the Corporation nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened. (u) There are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions. (v) To the Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and no proceedings for such purpose are pending or threatened. (w) The Common Shares (i) do not constitute a U.S. Real Property Interest for purposes of the United States Internal Revenue Code of 1986, as amended, and (ii) are not, and are not deemed to be, “taxable Canadian property” for purposes of the Income Tax Act (Canada). (x) None of the Corporation, its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Corporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and to the knowledge of the Corporation no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Corporation or any of its subsidiaries. (y) Neither the Corporation nor any of its subsidiaries has, and, to the Corporation’s knowledge, no person acting on their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Common Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Common Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Corporation. (z) Other than its shares of its subsidiaries and 65,000 shares of Millrock Resources, Inc. held as marketable securities, the Corporation does not own and does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in any person or entity, and the audit committee operates neither the Corporation nor any of its subsidiaries is a party to any agreement to acquire or lease any other business operations. (aa) The Corporation has filed in accordance witha timely manner all necessary tax returns and notices and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged by the Canada Revenue Agency, National Instrument 52-110 – Audit Committees the Internal Revenue Service or any other taxation authority to be due. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or the payment of any material tax, governmental charge, penalty, interest or fine against the Corporation. The Corporation has no liability for taxes except those arising in the ordinary course of its business. There are no material actions, suits, proceedings, audits, investigations or claims in progress, now threatened or pending against the Corporation which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.Corporation has

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each the Underwriters as of the Underwriters date hereof, and acknowledges that the Underwriters are relying upon each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement completing the Closing, that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness Corporation is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the Registration Statement jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease 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, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Debenture Indenture, the certificates representing the Offered Debentures and to carry out its obligations hereunder and thereunder; (b) the Subsidiaries are the only subsidiaries (as defined under YBCA) of the Corporation. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) under the laws of the jurisdiction of its incorporation and is in effectgood standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; (c) the Corporation is the direct or indirect legal, beneficial and registered holder of the ownership interest in each of its Subsidiaries, in each case, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever (other than pursuant to arrangements disclosed in the Prospectus) and no person has any agreement or option or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase of all or any part of such securities (other than pursuant to arrangements disclosed in the Prospectus), and all such securities have been validly issued and are outstanding as fully paid and non-assessable; and except with respect to the Subsidiaries, the Corporation is not a partner, co-tenant, joint venturer or otherwise a participant in any material partnership joint venture, co-tenancy or other similarly joint owned business except as disclosed in the Prospectus; (d) except as disclosed in the Prospectus, the Corporation has no direct or indirect material subsidiaries nor any investment or proposed investment in any person which, for the financial year ended December 31, 2009 accounted for or which, for the financial year ending December 31, 2010, is expected to account for, more than ten percent of the consolidated assets or consolidated revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation on a consolidated basis. (e) except as disclosed in the Prospectus, the Corporation holds all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects except where the failure to hold or the lack of good standing in respect to such licences, registrations, qualifications, permits and consents in all material respects would not have a Material Adverse Effect on the Corporation or any of the Subsidiaries. In particular, without limiting the generality of the foregoing, the Corporation has not received any notice of proceedings relating to the revocation or adverse modification of any material mining or exploration permit or licence, nor has the Corporation received notice of the revocation or cancellation of, or any intention to revoke or cancel, any mining claims, groups of claims, exploration rights, concessions or leases with respect to any of the Properties where such revocation or cancellation would have a Material Adverse Effect on the Corporation; (f) the Properties are the only material properties of the Corporation; (g) except as disclosed in the Prospectus, the Corporation is the absolute legal and beneficial owner of the Properties and holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which a particular Property is located (collectively, “Property Rights”), in respect of the mineral rights located in the Properties in which the Corporation has an interest as described in the Prospectus under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore for mineral deposits relating thereto and, except as disclosed in the Prospectus, the Corporation holds interest in such Properties free and clear of any liens, charges or encumbrances and no material commission, royalty, licence fee or similar payment to any person with respect to the Properties is payable; (h) all Property Rights in which the Corporation holds an interest or right have been validly registered and recorded in accordance in all material respects with all applicable laws and are valid and subsisting; the Corporation has all necessary surface rights, access rights and other necessary rights and interests relating to the Properties granting the Corporation the right and ability to explore for mineral deposits as are appropriate in view of the rights and interests therein of the Corporation and the operations of the Corporation as it is currently being conducted, with only such exceptions as do not unreasonably interfere with the use made by the Corporation of the rights or interest so held; and each of the Property Rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Corporation except where the failure to be in good standing would not have a Material Adverse Effect on the Corporation; (i) the Properties and Property Rights of the Corporation, as disclosed in the Prospectus, constitute an accurate description of the Properties and all material Property Rights held by the Corporation, and no proceedings other property or assets are necessary for the conduct of the business of the Corporation as currently conducted, the Corporation does not know of any claim or the basis for any claim that could reasonably be expected to materially and adversely affect the right thereof to use, transfer or otherwise explore for mineral deposits on such purpose are pending before orProperties and, except as disclosed in the Prospectus, the Corporation holds interests in such Properties free and clear of any liens, charges or encumbrances and no material commission, licence fee or similar payment to any person with respect to the Properties is payable; (j) to the Corporation’s knowledgeknowledge the Technical Report complied with the requirements of NI 43-101 at the time of filing thereof and the Technical Report reasonably presented the quantity of mineral resources and mineral reserves, threatened by as applicable, attributable to the Commission; properties evaluated therein as at the Final Receipt has been obtained from date stated therein based upon information available at the Canadian Securities Commissions and no order or action that would have time the effect of suspending Technical Report were prepared; (k) the distribution Corporation made available to the authors of the Offered Units has been issued or taken Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending orthem, which information, to the knowledge of the Corporation, are contemplated by did not contain any Canadian Securities Commission; and material misrepresentation at the time such information was so provided. The Corporation has no knowledge of a material adverse change in any request made information provided to the authors of the Technical Report since that date; (l) the Corporation on is in compliance with the part provisions of any Canadian Securities Commission for additional NI 43-101 and has filed all technical reports required thereby and there has been no change to the information set out in the Technical Report of which the Corporation is aware that would require the filing of a new technical report[s] under NI 43-101; (m) the information set forth in the Offering Documents relating to the estimates by the Issuer of the mineral resources and mineral reserves have been reviewed and verified by the authors described under the heading “Interests of Experts” and, in all cases, the mineral resource and mineral reserve information has been complied with. (i) The Registration Statement did not containprepared in accordance with Canadian industry standards set forth in NI 43-101, as and to the best of the Applicable TimeCorporation’s knowledge the information upon which the estimates of mineral resources and mineral reserves were based, and as of the Closing Date will not containwas, 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing delivery thereof, complete and at the Closing Date accurate in all material respects and there have been no material adverse changes to such information since the date of delivery or preparation thereof; (n) all exploration, development and mining activities on the Properties by the Corporation have been conducted in all material respects in accordance with good exploration, development and mining practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with in all material respects; (o) the Corporation is a reporting issuer under the Securities Act Laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Newfoundland, is not in default of any material requirement of such Securities Laws, is not included on a list of defaulting reporting issuers maintained by the applicable rules and regulations Securities Commissions of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply such provinces and will comply be, at the time of filing and at Closing, a reporting issuer under the Closing Date in all material respects with Canadian Securities Laws, (v) the Time Laws of Sale Prospectus, as each of the Applicable Time did not, as Qualifying Provinces; (p) each of the date hereof does notexecution and delivery of this Agreement, the Debenture Indenture, certificates representing the Offered Debentures, the performance by the Corporation of its obligations hereunder or thereunder, the issue and at the time of each sale of the Offered Units in connection with Debentures hereunder and the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 consummation of the circumstances under which they were madetransactions contemplated in this Agreement, not misleading, including the issuance and (vi) each delivery of the Prospectuses as of their dates Offered Debentures and as the issuance and delivery of the Closing Date does Common Shares issuable upon conversion, redemption or maturity of or otherwise, do not contain and will not contain conflict with or result in a breach or violation of 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 terms or provisions of, or constitute a default under which they were made(whether after notice or lapse of time or both), not misleading as required by Canadian Securities Laws(A) any statute, except that the representations and warranties set forth in this paragraph do not apply to statements rule or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished regulation applicable to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the including, without limitation, applicable Securities Act Laws and the rules and regulations of the Commission under Stock Exchanges; (B) the Securities Act. (c) The Corporation has complied with all applicable securities laws in each constating documents of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, or resolutions of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by directors or shareholders of the Corporation which are in effect at the date hereof; (C) the Project Facility; (D) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that which the Corporation is required to file pursuant to Rule 433(da party or by which it is bound; or (E) under the Securities Act has beenany judgment, decree or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that order binding the Corporation has filed, or is required to file, pursuant to Rule 433(dthe property or assets thereof; (q) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with its continuous disclosure obligations under applicable Securities Laws and the policies, rules and regulations of the TSX Stock Exchanges 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), business, financial condition or capital of the Corporation on a consolidated basis since December 31, 2009 which has not been publicly disclosed on a non-confidential basis, all statements set forth in all documents publicly filed by or on behalf of the Corporation pursuant to applicable Securities Laws, including the Documents Incorporated by Reference, were true, correct, and complete in all material respects and did not contain any misrepresentation as of the date of such statements and the policiesCorporation has not filed any confidential material change reports since the date of such statements which remains confidential as at the date hereof; (r) the Corporation is in compliance an all material respects with applicable Securities Laws; (s) the Corporation has not approved, rules and regulations has not entered into any binding agreement in respect of, nor has any knowledge of: (1) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; (2) the change of control (by sale or transfer of shares or sale of all or substantially all of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to property and assets of the Corporation and its consolidated subsidiaries (the “Subsidiaries”or otherwise) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition ; or (3) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation’s audit committee comply with; (t) the Financial Statements, including the notes and the audit committee operates related auditors’ reports thereto, in each case as incorporated by reference in the Prospectus, (i) have been prepared in accordance with, National Instrument 52-110 – Audit Committees or in the case of the Linear Financial Statements reconciled to, generally accepted accounting principles in the United States, (ii) present fairly and correctly in all material respects, the consolidated financial condition of the Corporation as at the dates thereof and the applicable requirements consolidated results of the NYSE. “U.S. Securities Laws” means the Securities Act operations and the Exchange Actchanges in the financial position of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, as applicable, (iii) do not omit to state any material fact that is required by generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively, and applicable state securities laws.(viii) contain no misrepresentation; and there has been no change in accounting policies or practices of the Corporation since December 31, 2009 except as disclosed in the Prospectus; (u) except as disclosed in the Financial Statements, 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 where the failure to pay Taxes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect on the Corporation. 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 accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect on the Corporation. To the knowledge of the 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 the Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or any Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect on the Corporation;

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Kitrinor and agrees with each of the Underwriters Purchasers, and acknowledges that each of the Underwriters is Agents, Kitrinor and the Purchasers are relying upon such representations and warranties in connection with its execution and delivery of this Agreement thatwarranties, as follows: (a) The Registration Statement All necessary corporate action has become effective; no stop order suspending been taken to authorize the effectiveness issue and sale of, and the delivery of the Registration Statement is Subscription Receipts, in effectcertificated or uncertificated form, the creation and issue of, and no proceedings for delivery of the certificates representing the Broker Warrants, and: (i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly issued; (ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares; (iii) upon issue thereof, the Broker Warrants will be validly issued; and (iv) upon the exercise of Broker Warrants, the Broker Warrant Shares will be validly issued, fully paid and non-assessable Resulting Issuer Shares. (b) The form and terms of the Subscription Receipts and Broker Warrants have been approved and adopted, as applicable, by the directors of the Corporation and do not conflict with any applicable laws. (c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements. (d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts and the Broker Warrants (collectively, the “Corporation Offering Documents”) and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of theCorporation Offering Documents and to observe and perform the provisions of the Corporation Offering Documents in accordance with the provisions hereof and thereof. (e) Each of the Corporation Offering Documents has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such purpose are pending before limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditorsgenerally. (f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents by the Corporation: (i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation; (ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of theCorporation; and (iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation’s knowledgeCorporation is a party, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no or any judgment, decree or order or action that any term or provision thereof, where such contravention would have materially and adversely affect the effect of suspending the distribution of the Offered Units has been issued business, operations, capital orcondition (financial or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge otherwise) of the Corporation. (g) TSX Trust at its office in Toronto, are contemplated Ontario has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement. (h) The Corporation is not party to or bound or affected by any Canadian Securities Commission; and commitment, agreement or document containing any request made to covenant which would prohibit or restrict the Corporation on the part of any Canadian Securities Commission for additional information has been complied withfrom entering into this Agreement. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will not contain, any untrue statement of a There are no material fact changes or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and that have not been disclosed to the Shares and the Warrants as required by Canadian Securities Laws (as defined below)Agents, and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not preparedcompleted any significant acquisitions, used or referred to, and will not, without your prior consent, prepare, use or refer to, nor is it proposing any free writing prospectus. The Corporation meets probable acquisitions (as such terms are defined in National Instrument 44-101 - Short Form Prospectus Distributions) that would require the general eligibility requirements for use filing of Form F-10 under a business acquisition report other than pursuant to the Securities ActBusiness Combination. (ej) Each document filed or to be filed with the Canadian Securities Commissions All filings and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact fees required to be stated therein or necessary to make made and paid by the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed Corporation pursuant to the Exchange Act applicable securities laws and incorporated by reference in the Time of Sale Prospectus general corporate law have been made and paid, except for those filings or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact fees that are required to be stated therein have been made and paid pursuant to Part 6 of National Instrument 45-106Prospectus Exemptions or necessary to make the statements therein, in the light Part 5 of the circumstances under which they were made, not misleading; provided, however, that this representation OSC Rule 45-501 Ontario Prospectus and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinRegistration Exemptions. (fk) The Corporation’s outstanding common shares are listed on Corporation is a corporation duly incorporated and validly subsisting under the Toronto Stock Exchange (the “TSX”) federal laws of Canada and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (requisite corporate power and authority to carry on its business as defined below), the TSX or the NYSE it is contemplating terminating such listingnow being conducted and to enter into this Agreement. The Corporation is subject to, duly registered to do business and is in full compliance good standing in all material respects with each jurisdiction in which the policiescharacter of its properties, rules and regulations owned or leased, or the nature of its activities make such registration necessary, except where the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect failure to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws be so registered or in good standing would not have a Material Adverse Effect (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)herein) between the Corporation and such auditors or any former auditors of on the Corporation. The responsibilities and composition As used in this Agreement, “Material Adverse Effect” means any event or change that, individually or in the aggregate with other events or changes, is or would reasonably be expected to be, materially adverse to the business, operations, assets, condition (financial or otherwise) or liabilities, whether contractual or otherwise, of any party, as the Corporation’s audit committee comply withcase may be; provided that a Material Adverse Effect shall not include an adverse effect resulting from a change (i) that arises out of a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a party to the other party prior to the date of this Agreement; (ii) that results from general economic, and financial, currency exchange, interest rate or securities market conditions in Canada or the audit committee operates United States; (iii) that arises from adecline in accordance withthe trading price of Kitrinor Shares, National Instrument 52-110 – Audit Committees and or (iv) that is a direct result of any matter permitted by this Agreement or consented to in writing by the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsparty.

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each a. Section 7(a)(ii) of the Underwriters and acknowledges that each of the Underwriters Agreement is relying upon such representations and warranties in connection with its execution and delivery of this Agreement that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened amended by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as replacing the first sentence with: “At the time of filing the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Initial Registration Statement, the U.S. Preliminary Prospectus and Corporation met the U.S. Prospectus comply and will comply requirements to file a registration statement on Form S-3ASR; at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary ProspectusAmended Registration Statement, the Canadian Prospectus Corporation met the requirements to file an amendment to the Initial Registration Statement on SEC form type “POSASR”; and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities LawsPOS AM, (v) the Time of Sale Prospectus, as of Corporation will meet the Applicable Time did not, as requirements to file an amendment to the Amended Registration Statement on SEC form type “POS AM” to convert the Amended Registration Statement to a non-WKSI registration statement on Form S-3. As of the date hereof does nothereof, the Corporation remains permitted to use the Amended Registration Statement for the offering and at the time of each sale of the Offered Units in connection with Placement Shares and other Shelf Securities, and upon effectiveness of the POS AM, the Corporation will be permitted to use such POS AM for the offering when and sale of the Placement Shares and other Shelf Securities. In the case of the POS AM, such POS AM will be filed and declared effective by the SEC under the Securities Act prior to the issuance of any Placement Notice to the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented Agent by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by respect of such Underwriter expressly for use therein. The Form F-X conforms in all material respects with POS AM; prior to the requirements effective date of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying JurisdictionsPOS AM, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with any such Placement Notice by the Corporation to qualify the distribution U.S. Agent shall be made pursuant to the Amended Registration Statement.” b. Section 7(a)(iii) of the Offered Units, Agreement is amended by replacing the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the first sentence with “The Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with SEC a U.S. Prospectus Supplement relating to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) Placement Shares under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply withAmended Registration Statement, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and Corporation shall file with the applicable requirements SEC a new U.S. Prospectus Supplement relating to the Placement Shares as part of the NYSE. POS AM.” c. Section 7(a)(iv) of the Agreement is amended to delete the first two sentences in their entirety. d. Section 7(d) of the Agreement is amended to replace references to “U.S. Securities LawsFebruary 28, 2025” means the Securities Act and the Exchange Actwith “May 30, and applicable state securities laws2025”.

Representations and Warranties of the Corporation. The (1) Except as disclosed in (i) the Corporation represents Disclosure Letter or (ii) other than with respect to Sections 1 [Corporate Existence and warrants Power], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization], 5 [Non-Contravention], 6 [Capitalization], 8 [Shareholders’ and Similar Agreements], 9 [Canadian Securities Laws Matters], 10 [U.S. Securities Laws Matters] and 11 [Financial Statements] of Schedule C, the Corporation’s Public Disclosure Record (excluding from the Corporation’s Public Disclosure Record all risk factor disclosures, disclosures about market risk, or other cautionary, predictive or forward-looking disclosures contained therein that do not relate to specific historical events or circumstances affecting the Corporation), the Corporation hereby makes the representations and warranties to the Purchaser as set forth on Schedule C hereto, as of the date of this Agreement, and acknowledges and agrees with each of that the Underwriters and acknowledges that each of the Underwriters Purchaser is relying upon such representations and warranties in connection with its execution and delivery the entering into of this Agreement that: (a) The Registration Statement has become effective; no stop order suspending and the effectiveness consummation of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied withArrangement. (i2) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that Except for the representations and warranties set forth in this paragraph do not apply to statements or omissions Agreement including the related disclosures in the Registration StatementCorporation Disclosure Letter, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to neither the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Securities Act and the rules and regulations of the Commission under the Securities ActCorporation. (c3) The Corporation has complied with all applicable securities laws in each representations and warranties of the Canadian Qualifying Jurisdictions, including Corporation contained in this Agreement shall not survive the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders completion of the Canadian Securities Commissions Arrangement and all discretionary rulings shall expire and orders applicable be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. (4) Contemporaneously with the execution and delivery of this Agreement, the Corporation is delivering to the Corporation, if any, of Purchaser the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), Corporation Disclosure Letter required to be complied with delivered pursuant to this Agreement, which sets out the disclosures, exceptions and exclusions contemplated or permitted by this Agreement, including certain exceptions and exclusions to the representations and warranties and covenants of the Corporation contained in this Agreement. If a matter is said to qualify the distribution be set out, disclosed, listed, described or reflected in a particular section of the Offered UnitsCorporation Disclosure Letter, the Shares and the Warrants it is deemed to have been sufficiently disclosed to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, Parties if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon such matter is described in that particular section of the Corporation complying with the usual conditions imposed by the TSX and the NYSEDisclosure Letter, as applicable, with respect thereto and (ii) there is, in that particular section, a specific cross-reference to another section of the Warrants will be listed and posted for trading Corporation Disclosure Letter, or (iii) such matter is disclosed in another section of the Corporation Disclosure Letter, provided that the relevance of such matter to items that are the subject of the representation or warranty in this Agreement corresponding to that particular section is reasonably apparent on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution face of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEdisclosure. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to and agrees with each of the Underwriters and acknowledges that each of the Underwriters is are relying upon such representations and warranties in connection with its execution and delivery of this Agreement purchasing the Units that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated Subsidiaries 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 has all requisite corporate power and authority and 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 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; (b) the Subsidiaries are the only subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition Corporation does not beneficially own or exercise control or direction over 10% or more of the Corporation’s audit committee comply with, outstanding voting shares of any company that holds any assets or conducts any operations other than the Subsidiaries and the audit committee operates Corporation beneficially owns, directly or indirectly, the percentage indicated on Schedule “B” hereto of the issued and outstanding shares in accordance withthe capital of the Subsidiaries which are free and clear of all mortgages, National Instrument 52-110 – Audit Committees liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and are 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 or allotment of any unissued shares in the capital of any of the Subsidiaries or any other security convertible into or exchangeable for any such shares; (c) the Corporation has all requisite corporate power, authority and capacity to enter into each of this Agreement and the applicable requirements of Warrant Indenture and to perform the NYSE. “U.S. Securities Laws” means transactions contemplated herein and therein, including, without limitation, to issue the Securities Act Base Units, the Unit Shares, the Warrants, Additional Units, Additional Shares and the Exchange Act, and applicable state securities laws.Additional Warrants;

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters Agent, and acknowledges that each of the Underwriters Agent is relying upon such representations and warranties in connection with its execution and delivery of this Agreement warranties, that: (a) The Registration Statement the Corporation has become effective; no stop order suspending been duly incorporated and is a valid and subsisting corporation under the effectiveness provisions of the Registration Statement laws of its jurisdiction of incorporation, has all requisite corporate power and authority to carry on its business as now being carried on by it and to own or lease and operate its properties and assets and is duly licensed or otherwise qualified to carry on business in effecteach jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, except where, individually or in the aggregate, the failure to be so licensed or qualified would not have a Material Adverse Effect on the Corporation; (b) the authorized share capital of the Corporation consists of an unlimited number of the Common Shares. As of the Closing Time, 24,000,000 Common Shares will be issued and outstanding as fully paid and non-assessable shares (including the Management Shares and Deep Well Shares to be issued immediately prior to the Closing Time). All the Common Shares were offered, issued and sold in compliance with Applicable Canadian Securities Laws in distributions exempt from the prospectus and registration requirements of such securities laws, and all notices and filings in respect of such distributions have been made by the Corporation within the time and within the manner required by the securities laws; (c) except for the Debentures and Agent’s Warrant to be issued pursuant to this Agreement and the Management Shares and Deep Well Shares to be issued immediately prior to the Closing Time, the Corporation does not have any outstanding agreements, subscriptions, warrants, options or commitments (pre-emptive, contingent or otherwise), nor has it granted any rights or privileges capable of becoming an agreement, subscription, warrant, option or commitment, obligating the Corporation to offer, sell, repurchase or otherwise acquire, transfer, pledge or encumber any shares in the capital of the Corporation, or other securities, nor are there outstanding any securities or obligations of any kind convertible into or exercisable or exchangeable for any capital stock of the Corporation. There are no outstanding bonds, debentures or other evidences of indebtedness of the Corporation having the right to vote or that are exchangeable or convertible for or exercisable into securities having the right to vote with holders of Common Shares on any matter as of the date hereof. There are no outstanding securities of the Corporation in addition to Common Shares having the right to vote with holders of Common Shares on any matter; (d) the Corporation has no subsidiaries; (e) the Corporation has full corporate power, capacity and authority to issue the Debentures, and at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Debentures and upon receipt of payment therefor, the Debentures will be validly issued; (f) the Corporation has full corporate power, capacity and authority to issue the Common Shares issuable upon the conversion of the Debentures, and at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Common Shares issuable upon the conversion of the Debentures and such Common Shares will be validly issued as fully-paid and non-assessable Common Shares in the capital of the Corporation; (g) 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 Indenture and the Subscription Agreements by the Corporation or any of the transactions contemplated thereby, 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: (i) any applicable laws; (ii) any term or provision of the articles, by-laws or resolutions of the directors (or committee thereof) or shareholders of the Corporation; (iii) 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 (iv) any judgment, decree, order, statute, rule or regulation applicable to the Corporation or its properties or assets, 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 properties or assets (on a combined basis) or would impair the ability of the Corporation to consummate the transaction contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement, the Indenture and the Subscription Agreements; (h) the Corporation has full corporate power, capacity and authority to enter into this Agreement, the Indenture and the Subscription Agreements, and to perform its obligations set out herein and therein, and this Agreement is, and the Indenture and the Subscription Agreements will on the Closing Date be, duly authorized, executed and delivered by the Corporation, and this Agreement is, and the Indenture and the Subscription Agreements will on the Closing Date 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) enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting creditors’ rights generally; (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 any provision may be limited by and subject to applicable laws regarding limitations of actions; (v) 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; (vi) enforceability may be limited by the equitable or statutory powers of the courts in Canada having jurisdiction to stay proceedings before them and the execution of judgments; and (vii) rights to indemnity and contribution hereunder may be limited under applicable law; (i) the Corporation has not received any communications alleging that the Corporation has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity and the Corporation is not aware of any potential basis for such purpose an allegation or of any reason to believe that such an allegation may be forthcoming; (j) the information and statements set forth in the Financial Statements as they relate to the Corporation are pending before presented fairly and did not contain any material misrepresentation, as of the date of such information or statement; (k) the Corporation is not 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 and applicable laws, and the indemnification provided for herein) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person; (l) except as disclosed to the Agent in the due diligence session on November 10, 2005, the Corporation does 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 it that are currently outstanding; (m) no shareholder (including Surge U.S.), officer, director, employee or any other person not dealing at arm’s length with the Corporation or, to the knowledge 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 the Sawn Lake Project, the Farmout Agreement, the Farmout Acknowledgement Agreement or any revenue or rights attributed thereto; (n) the Corporation is not a “reporting issuer”, within the meaning of the Applicable Canadian Securities Laws, of any jurisdiction and the Common Shares are not currently listed for trading on any stock exchange; (o) the form and terms of definitive certificates representing the Common Shares of the Corporation have been duly approved and adopted by the Corporation and comply with all legal requirements relating thereto; (p) the form and terms of definitive certificates representing the Debentures have been duly approved and adopted by the Corporation; (q) no authorization, approval or consent of any court, governmental authority or regulatory agency is required to be obtained by the Corporation in connection with the issuance, sale and delivery of the Debentures, except as contemplated hereby; (r) no Securities Commission or any other securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Corporation, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened, the Corporation is not in default of any requirement of Applicable Canadian Securities Laws of the Selling Jurisdictions and the Corporation is entitled to avail itself of the applicable prospectus exemptions available under such Applicable Canadian Securities Laws in respect of the trades in the Debentures to Subscribers as contemplated by this Agreement and the Subscription Agreements; (s) the Corporation has taken or will take prior to the Closing Date all such steps as may be necessary to comply with such requirements of Applicable Canadian Securities Laws such that the Debentures may, in accordance with Applicable Canadian Securities Laws, be offered for sale and sold on a private placement basis to the public in the Selling Jurisdictions through the Agent or any other investment dealers or brokers registered in any of the Selling Jurisdictions and complying with Applicable Canadian Securities Laws by way of the exemptions to the prospectus requirements; (t) to the knowledge of the Corporation, none of its directors or officers (or proposed directors or officers, to be appointed immediately prior to the Closing Time) are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange; (u) the Corporation acts as its own registrar and transfer agent for the Corporation’s Common Shares; (v) to its knowledge, threatened other than the Shareholder Agreement and the Voting Agreement, neither the Corporation nor any of its shareholders is a party to any unanimous shareholder agreement, pooling agreement, voting trust or similar type of arrangements in respect of outstanding securities of the Corporation; (w) the responses given by the Commission; Corporation and its directors and officers (including the Final Receipt has been obtained from proposed directors and officers to be appointed immediately prior to the Canadian Securities Commissions Closing Time) in the due diligence session held on November 10, 2005 were made in good faith, and no order to the knowledge of such parties, were true and correct where they relate to matters of fact. Where the responses reflect the opinion or action that would have the effect of suspending the distribution view of the Offered Units has been issued Corporation or taken its directors or officers, such opinions or views were honestly held at the time they were given. Where any responses incorporate forward looking information, such information is inherently subject to risks and uncertainties which cannot be warranted; (x) other than the Farmout Agreement, the Corporation is not a party to any agreement or arrangement to acquire any shares or other interests in any other companies or persons and is not a party to any agreement or arrangement to acquire or lease any other business operations; (y) except for the Surge Canada Liabilities (as defined in the Release and Indemnification Agreement), the Corporation does not have any liability or obligation including, without limitation, liabilities for taxes, whether accrued, absolute, contingent or otherwise, not reflected in the Financial Statements, except liabilities and obligations incurred in the ordinary course of business, which liabilities and obligations are not material in the aggregate; (z) other than Dynamo Claim, the claim made by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the Farmout Agreement Legal Claims (which will be discontinued immediately following the Closing Time), there are no material actions, suits, proceedings, investigations or outstanding claims or demands, whether or not purportedly on behalf of the Corporation or, instituted, pending, or, to the knowledge of the Corporation, threatened against or affecting the Corporation (or its assets or properties) at law or in equity or before or by any Canadian Securities Commission and no proceedings for that purpose have been instituted Governmental Entity, nor is there any material judgment, order, decree or are award of any Governmental Entity having jurisdiction, obtained, pending or, to the knowledge of the Corporation, are contemplated by threatened against the Corporation, and neither the Corporation nor its respective assets and properties, is subject to any Canadian Securities Commission; outstanding material judgment, order, writ, injunction or decree; (aa) each contract or agreement (including the Farmout Agreement and Farmout Acknowledgement Agreement) between the Corporation and any request made other person which is material to the ownership, use or operation of a material portion of the business, properties or assets of the Corporation, is in full force and effect and, to the best of the knowledge and belief of the Corporation is valid, binding and enforceable against each of the parties thereto in accordance with its terms and no material breach or default exists in respect thereof on the part of any Canadian Securities Commission for additional information party thereto and no event has been complied with.occurred which, with the giving of notice or the lapse of time or both, would constitute such a material breach or default; (bb) other than the obligation to issue the Deep Well Shares immediately prior to the Closing Time, the Corporation does not have any commitment, obligation or responsibility to issue Deep Well, Northern Alberta, Deep Alta or any other party any shares, options, warrants or other securities pursuant to the terms of the Farmout Agreement or otherwise; (cc) the Corporation has received all necessary agreements and documents, including without limitation, duly executed notices of assignment, to validly appoint the Corporation as the operator of the Farmout Lands; (dd) since incorporation, the Corporation has not: (i) The Registration Statement did declared or paid any dividends or made any distribution of its properties or assets to its shareholders and the Corporation has not containdisposed of any of its properties or assets or incurred any material indebtedness other than the Surge Canada Liabilities; or (ii) made or suffered any change or changes in its financial condition, assets, liabilities or business which, singularly or in the aggregate, have a Material Adverse Effect or could have a Material Adverse Effect on its financial condition, assets, liabilities or business as of currently or proposed to be conducted; (ee) the Applicable TimeCorporation has timely filed, and as of the Closing Date will not containor caused to be filed, any untrue statement of a all material fact or omit to state a material fact income tax returns required to be stated therein or necessary to make the statements therein not misleading, filed by it (ii) the Canadian Prospectus all of which returns were correct and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date complete in all material respects with the Securities Act respects), has timely paid, or caused to be paid, all taxes due and the applicable rules payable, and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date has satisfied in full in all material respects all tax withholding, deposit and remittance requirements imposed on or with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable respect to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission Financial Statements contain an adequate provision in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in generally accepted accounting principles for all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each the Underwriters as of the Underwriters date hereof, and acknowledges that the Underwriters are relying upon each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement completing the Closing, that: (a) The Registration Statement the Corporation (i) was incorporated under the Business Corporations Act (British Columbia) and is and will at the Closing Time be up-to-date in all material corporate filings and in good standing under the Business Corporations Act (British Columbia); (ii) has become effectiveall requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; no stop order suspending and (iii) has all requisite corporate power and authority to create, issue and sell the effectiveness Offered Securities, to grant the Over- Allotment Option, to issue the Broker Warrants, to enter into this Agreement, the Warrant Indenture and the Broker Warrant Certificates and to carry out its obligations hereunder and thereunder; (b) the Subsidiaries are the only subsidiaries of the Registration Statement Corporation which are material to the Corporation and all securities of each Subsidiary are held directly or indirectly by the Corporation free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever; (c) except as set out in the Prospectus, no person, firm or corporation has any agreement, option, 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 or the Subsidiaries; (d) each Subsidiary (i) has been incorporated in its jurisdiction of incorporation and is and will at each applicable Closing Time be up-to-date in effectall material corporate filings and in good standing under the laws of such jurisdiction; and (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; (e) no steps or proceedings have been taken, instituted or are pending for the dissolution or liquidation of the Corporation or any Subsidiary; (f) each of the Corporation and each of the Subsidiaries is, conducting its respective businesses in compliance with all applicable laws, rules and regulations (including all federal, provincial, state, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including relevant exploration concessions and permits) of each jurisdiction in which its respective businesses are carried on and each 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 and which could have a Material Adverse Effect and will at each applicable Closing Time be valid, subsisting and in good standing; (g) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrants and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation and upon execution and delivery thereof, each of this Agreement, the Warrant Indenture and the Broker Warrant Certificates will constitute 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, and that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitation Act (British Columbia); (h) the execution and delivery of this Agreement, the Warrant Indenture, the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities to be issued and sold by the Corporation, the grant of the Over-Allotment Option and the issuance of the Broker Warrants at each applicable Closing Time do not and will not require the consent, approval, authorization, registration or qualification of, or with, any Governmental Authority, stock exchange or other third party, except: (i) those which have been obtained or those which may be required and shall be obtained prior to the Closing Time under the Securities Laws or the rules of the TSX, including in compliance with the Securities Laws regarding the distribution of the Offered Securities, the Over-Allotment Option and the Broker Warrants in the Qualifying Provinces, and (ii) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws and any “blue sky laws” in the United States, as may be required in connection with the Offering, including without limitation, those filings required in connection with the Standard Listing Conditions; (i) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly: (i) issue and sell the Unit Shares as fully paid and non-assessable Common Shares; (ii) validly create and issue the Warrants and Broker Warrants; (iii) grant the Over-Allotment Option; (iv) issue the Additional Units upon exercise of the Over-Allotment Option; and (iv) validly create and reserve for issuance the Warrant Shares, Broker Unit Shares, Broker Unit Warrants and Broker Shares; (j) the Unit Shares to be issued and sold have been, or prior to each applicable Closing Time will be, duly and validly authorized and allotted for issuance by the Corporation and, upon payment of the applicable Offering Price, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (k) the Warrants to be issued and sold have been, or prior to each applicable Closing Time will be duly and validly authorized and created and, upon receipt by the Corporation of the aggregate Offering Price for the Units, the Warrants will be validly issued; (l) the Broker Warrants to be issued have been, or prior to each applicable Closing Time will be, duly and validly authorized and created and when the Broker Warrant Certificates have been executed, issued and delivered by the Corporation, the Broker Warrants will be validly issued; (m) the Broker Unit Shares and the Broker Unit Warrants issuable upon exercise of the Broker Warrants have been duly and validly authorized, created and reserved for issuance, as applicable, and upon due exercise of the Broker Warrants in accordance with its terms, the Broker Unit Shares will be validly issued as fully paid and non-assessable Common Shares and the Broker Unit Warrants will be validly issued; (n) the Warrant Shares and the Broker Shares to be issued and sold have been, or prior to each applicable Closing Time will be, duly and validly authorized and reserved for issuance and, upon due exercise of the Warrants and the Broker Unit Warrants, respectively, in accordance with their terms, the Warrant Shares and the Broker Shares will be validly issued as fully paid and non-assessable Common Shares; (o) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of the date hereof, 102,607,688 Common Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (p) there is no legislation, regulation, by-law or other lawful requirement of any governmental body having lawful jurisdiction over the Corporation or any Subsidiary presently in force or, to the knowledge of the Corporation acquired in its ordinary course of business, proposed to be brought into force (including any threatened or pending change in the existing legislation), that the Corporation anticipates it or any of its Subsidiaries will be unable to comply with, to the extent that compliance is necessary, and which non-compliance would reasonably be expected to result in a Material Adverse Effect on the Corporation and any Subsidiary on a consolidated basis; (q) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX and no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending before oror threatened; (r) neither the Corporation nor its Subsidiaries has taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX and the Corporation is currently in material compliance with the rules and regulations of the TSX; (s) the Financial Statements present fairly and correctly, to the Corporation’s knowledgeconsolidated financial position of the Corporation and the Subsidiaries as at the dates thereof and the consolidated results of the operations and cash flows of the Corporation and the Subsidiaries for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, threatened by expenses and losses of the Commission; Corporation and the Final Receipt Subsidiaries and there has been obtained from the Canadian Securities Commissions and no order change in accounting policies or action that would have the effect of suspending the distribution practices of the Offered Units Corporation since September 30, 2013, except as has been issued publicly disclosed in the Documents Incorporated by Reference; (t) there are no material off-balance sheet transactions, arrangements, obligations or taken by liabilities of the Corporation or any Canadian Securities Commission Subsidiary whether direct, indirect, absolute, contingent or otherwise which are required to be disclosed and are not disclosed or reflected in the Financial Statements; (u) since December 31, 2013, except as disclosed in the Prospectus: (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 and any Subsidiary, on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation and any Subsidiary, on a consolidated basis; and (iii) the Corporation and each Subsidiary have carried on their respective businesses in the ordinary course as a development stage company; (v) except as set out in the Prospectus, there are no material actions, suits, judgments, investigations, inquires or proceedings for that purpose have been instituted or are pending of any kind whatsoever outstanding, or, to the knowledge of the Corporation, are contemplated pending or, threatened against or affecting the Corporation, the Subsidiaries or their respective directors or officers, at law or in equity or before or by any Canadian Securities Commission; and any request made to the Corporation on the part commission, board, bureau or agency of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not containkind whatsoever which, as of in the Applicable Timeaggregate, and as of the Closing Date will not contain, any untrue statement of may have a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to Material Adverse Effect on the Corporation and any Subsidiary, on a consolidated basis; (w) neither the Shares Corporation nor any Subsidiary is in default or in breach of, and the Warrants as required execution and delivery of this Agreement, the Warrant Indenture, the Broker Warrant Certificates and the performance and compliance with the terms hereof and thereof by Canadian Securities Laws (as defined below)the Corporation, and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with Securities (including the offering when grant of the U.S. Prospectus is not yet available to prospective purchasers, Over- Allotment Option and the Time issuance of Sale Prospectus, as then amended or supplemented the Broker Warrants by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and will not contain result in any untrue statement material breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material fact default, having a Material Adverse Effect, under any term or omit to state a material factprovision of: (A) any statute, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements rule or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished regulation applicable to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the including applicable Securities Act Laws and the rules and regulations of the Commission under TSX; (B) the Securities Act.constating documents or resolutions of the directors or shareholders of the Corporation which are in effect at the date hereof; (C) any Contract; or (D) any judgment, decree or order binding the Corporation or the Subsidiaries or the property or assets thereof; (cx) The the Corporation has complied with all is, and will at each applicable securities laws Closing Time be, an Eligible Issuer and a “reporting issuer” (as that term is defined under Canadian Securities Laws), not included in each a list of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of defaulting reporting issuers (or equivalent) maintained by the Canadian Securities Commissions Regulators, and all discretionary rulings the Corporation is in compliance with its timely and orders applicable to the Corporation, if any, of continuous disclosure obligations under the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares Laws and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and and, without limiting the policies, rules and regulations generality of the NYSE. (g) KPMG LLPforegoing, the Corporation’s auditors, are independent public accountants Corporation has at all times complied with its obligations to make timely disclosure of all material changes relating to it 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 Canadian Securities Regulators; (y) all filings and fees required to be made and paid by the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable pursuant to Canadian Securities Laws and U.S. Securities Laws (general corporate law have been made and paid and the information and statements set forth in the Information Record were true, correct and complete in all material respects at the date of such information or statement and did not contain any misrepresentation as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition date of the Corporation’s audit committee comply withsuch information or statement that have not since been corrected or rectified, and the audit committee operates Corporation has not filed any confidential material change reports with any Canadian Securities Regulator that is still maintained on a confidential basis; (z) all taxes (including income tax, capital tax, payroll taxes, employer health tax, goods and services tax, harmonized sales tax, Canada Pension Plan and provincial pension plan contributions, unemployment insurance payments, 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 or the Subsidiaries have been paid except for where the failure to pay such Taxes would not result in accordance witha Material Adverse Effect. All Tax returns, National Instrument 52-110 – Audit Committees declarations, remittances and filings required to be filed by the Corporation have been filed with each appropriate Governmental Authority and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not 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 result in a Material Adverse Effect; (aa) neither the Corporation nor any Subsidiary is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Corporation or any Subsidiary under any Contract, and all such Contracts are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or any Subsidiary; (bb) Computershare Investor Services Inc. has been appointed as the registrar and transfer agent for the Common Shares at its office in the City of Vancouver, British Columbia; (cc) prior to the Closing Time, Computershare Trust Company of Canada will be appointed as the Warrant Agent for the Warrants and the applicable requirements Broker Unit Warrants at its office in the City of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange ActVancouver, and applicable state securities laws.British Columbia; (dd) except as

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters Agent, and acknowledges that each of the Underwriters Agent is relying upon such representations and warranties in connection with its execution and delivery of this Agreement warranties, that: (a) The Registration Statement the Corporation has become effective; no stop order suspending been duly incorporated and is a valid and subsisting corporation under the effectiveness provisions of the Registration Statement laws of its jurisdiction of incorporation, has all requisite corporate power and authority to carry on its business as now being carried on by it and to own or lease and operate its properties and assets and is duly licensed or otherwise qualified to carry on business in effecteach jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, except where, individually or in the aggregate, the failure to be so licensed or qualified would not have a Material Adverse Effect on the Corporation; (b) the authorized share capital of the Corporation consists of an unlimited number of the Common Shares. As at December 20, 2005, 24,000,000 Common Shares are issued and outstanding as fully paid and non-assessable shares. All the Common Shares were offered, issued and sold in compliance with Applicable Securities Laws in distributions exempt from the prospectus and registration requirements of such securities laws, and all notices and filings in respect of such distributions have been made by the Corporation within the time and within the manner required by the securities laws; (c) except for the Series I Debentures and the Series I Agent’s Warrants, the Corporation does not have any outstanding agreements, subscriptions, warrants, options or commitments (pre-emptive, contingent or otherwise), nor has it granted any rights or privileges capable of becoming an agreement, subscription, warrant, option or commitment, obligating the Corporation to offer, sell, repurchase or otherwise acquire, transfer, pledge or encumber any shares in the capital of the Corporation, or other securities, nor are there outstanding any securities or obligations of any kind convertible into or exercisable or exchangeable for any capital stock of the Corporation. Except as set out above, there are no outstanding bonds, debentures or other evidences of indebtedness of the Corporation having the right to vote or that are exchangeable or convertible for or exercisable into securities having the right to vote with holders of Common Shares on any matter as of the date hereof. There are no outstanding securities of the Corporation in addition to Common Shares having the right to vote with holders of Common Shares on any matter; (d) the Corporation has no subsidiaries; (e) the Corporation has full corporate power, capacity and authority to issue the Debentures, and at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Debentures and upon receipt of payment therefor, the Debentures will be validly issued; (f) the Corporation has full corporate power, capacity and authority to issue the Common Shares issuable upon the conversion of the Debentures, and at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Common Shares issuable upon the conversion of the Debentures and such Common Shares will be validly issued as fully-paid and non-assessable Common Shares in the capital of the Corporation; (g) the Corporation has full corporate power, capacity and authority to issue the Flow-Through Shares, and at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Flow-Through Shares and upon receipt of payment therefor, the Flow-Through Shares will be validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation; (h) 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 Indenture and the Subscription Agreements by the Corporation or any of the transactions contemplated thereby, 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: (i) any applicable laws; (ii) any term or provision of the articles, by-laws or resolutions of the directors (or committee thereof) or shareholders of the Corporation; (iii) 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 (iv) any judgment, decree, order, statute, rule or regulation applicable to the Corporation or its properties or assets, 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 properties or assets (on a combined basis) or would impair the ability of the Corporation to consummate the transaction contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement, the Indenture and the Subscription Agreements; (i) the Corporation has full corporate power, capacity and authority to enter into this Agreement, the Indenture and the Subscription Agreements, and to perform its obligations set out herein and therein, and this Agreement is, and the Indenture and the Subscription Agreements will on the Closing Date be, duly authorized, executed and delivered by the Corporation, and this Agreement is, and the Indenture and the Subscription Agreements will on the Closing Date 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) enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting creditors’ rights generally; (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 any provision may be limited by and subject to applicable laws regarding limitations of actions; (v) 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; (vi) enforceability may be limited by the equitable or statutory powers of the courts in Canada having jurisdiction to stay proceedings before them and the execution of judgments; and (vii) rights to indemnity and contribution hereunder may be limited under applicable law; (j) the Corporation has not received any communications alleging that the Corporation has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity and the Corporation is not aware of any potential basis for such purpose an allegation or of any reason to believe that such an allegation may be forthcoming; (k) the Corporation is not 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 and applicable laws, and the indemnification provided for herein) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person; (l) except as disclosed to the Agent in the due diligence session on December 19, 2005, the Corporation does 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 it that are pending before currently outstanding; (m) except as disclosed to the Agent in the due diligence session on December 19, 2005, no shareholder, officer, director, employee or any other person not dealing at arm’s length with the Corporation or, to the knowledge of the Corporation’s knowledge, threatened 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 the Sawn Lake Project, the Farmout Agreement, the Farmout Acknowledgement Agreement or any revenue or rights attributed thereto; (n) the Corporation is not a “reporting issuer”, within the meaning of the Applicable Securities Laws, of any jurisdiction and the Common Shares are not currently listed for trading on any stock exchange; (o) the form and terms of definitive certificates representing the Common Shares of the Corporation have been duly approved and adopted by the Commission; Corporation and comply with all legal requirements relating thereto; (p) the Final Receipt has form and terms of definitive certificates representing the Debentures have been duly approved and adopted by the Corporation; (q) no authorization, approval or consent of any court, governmental authority or regulatory agency is required to be obtained from by the Canadian Securities Commissions Corporation in connection with the issuance, sale and no order or action that would have the effect of suspending the distribution delivery of the Offered Units Securities, except as contemplated hereby; (r) no Securities Commission or any other securities commission or similar regulatory authority has been issued any order preventing or suspending trading of any securities of the Corporation, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened, the Corporation is not in default of any requirement of Applicable Securities Laws of the Selling Jurisdictions which would have a Material Adverse Effect on the Corporation and the Corporation is entitled to avail itself of the applicable prospectus exemptions available under such Applicable Securities Laws in respect of the trades in the Offered Securities to Subscribers as contemplated by this Agreement and the Subscription Agreements; (s) the Corporation has taken or will take prior to the Closing Date all such steps as may be necessary to comply with such requirements of Applicable Securities Laws such that the Offered Securities may, in accordance with Applicable Securities Laws, be offered for sale and sold on a private placement basis to the public in the Selling Jurisdictions through the Agent or any other investment dealers or brokers registered in any of the Selling Jurisdictions and complying with Applicable Securities Laws by way of the exemptions to the prospectus requirements; (t) to the knowledge of the Corporation, none of its directors or officers are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange; (u) the Corporation acts as its own registrar and transfer agent for the Common Shares; (v) to its knowledge, other than the Shareholder Agreement and the Voting Agreement, neither the Corporation nor any of its shareholders is a party to any unanimous shareholder agreement, pooling agreement, voting trust or similar type of arrangements in respect of outstanding securities of the Corporation; (w) the written responses given by the Corporation and its directors and officers in the due diligence session held on December 19, 2005 were made in good faith, and to the knowledge of such parties, were true and correct where they relate to matters of fact. Where the responses reflect the opinion or view of the Corporation or its directors or officers, such opinions or views were honestly held at the time they were given. Where any responses incorporate forward looking information, such information is inherently subject to risks and uncertainties which cannot be warranted; (x) other than the Farmout Agreement, the Corporation is not a party to any agreement or arrangement to acquire any shares or other interests in any other companies or persons and is not a party to any agreement or arrangement to acquire or lease any other business operations; (y) except for the Surge Canada Liabilities (as defined in the Release and Indemnification Agreement), the Corporation does not have any liability or obligation including, without limitation, liabilities for taxes, whether accrued, absolute, contingent or otherwise, not reflected in the Financial Statements, except liabilities and obligations incurred in the ordinary course of business, which liabilities and obligations are not material in the aggregate; (z) other than Dynamo Claim, the claim made by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the claim made by ▇▇▇▇▇▇▇ ▇▇▇▇▇, there are no material actions, suits, proceedings, investigations or outstanding claims or demands, whether or not purportedly on behalf of the Corporation or, instituted, pending, or, to the knowledge of the Corporation, threatened against or affecting the Corporation (or its assets or properties) at law or in equity or before or by any Canadian Securities Commission and no proceedings for that purpose have been instituted Governmental Entity, nor is there any material judgment, order, decree or are award of any Governmental Entity having jurisdiction, obtained, pending or, to the knowledge of the Corporation, are contemplated by threatened against the Corporation, and neither the Corporation nor its assets and properties, is subject to any Canadian Securities Commission; outstanding material judgment, order, writ, injunction or decree; (aa) each contract or agreement (including the Series I Indenture, Farmout Agreement and Farmout Acknowledgement Agreement) between the Corporation and any request made other person which is material to the ownership, use or operation of a material portion of the business, properties or assets of the Corporation, is in full force and effect and, to the best of the knowledge and belief of the Corporation is valid, binding and enforceable against each of the parties thereto in accordance with its terms and no material breach or default exists in respect thereof on the part of any Canadian Securities Commission for additional information party thereto and no event has been complied with.occurred which, with the giving of notice or the lapse of time or both, would constitute such a material breach or default; (bb) the Corporation has received all necessary agreements and documents, including without limitation, duly executed notices of assignment, to validly appoint the Corporation as the operator of the Farmout Lands; (cc) since incorporation, the Corporation has not: (i) The Registration Statement did declared or paid any dividends or made any distribution of its properties or assets to its shareholders and the Corporation has not containdisposed of any of its properties or assets or incurred any material indebtedness other than the Surge Canada Liabilities or the Series I Debentures; or (ii) made or suffered any change or changes in its financial condition, assets, liabilities or business which, singularly or in the aggregate, have a Material Adverse Effect or could have a Material Adverse Effect on its financial condition, assets, liabilities or business as of currently or proposed to be conducted; (dd) the Applicable TimeCorporation has timely filed, and as of the Closing Date will not containor caused to be filed, any untrue statement of a all material fact or omit to state a material fact income tax returns required to be stated therein or necessary to make the statements therein not misleading, filed by it (ii) the Canadian Prospectus all of which returns were correct and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of complete in all material facts relating respects), has timely paid, or caused to be paid, all taxes due and payable, and has satisfied in full in all material respects all tax withholding, deposit and remittance requirements imposed on or with respect to the Corporation. The Corporation has made adequate provision in accordance with generally accepted accounting principles in its books and records for any amount of taxes material to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will not contain accruing in respect of 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, in light of the circumstances in accounting period for which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is tax returns are not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act.required; (cee) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any written notification that any Governmental Authority (as defined below)issue involving an amount of taxes has been raised and is currently pending by the Canada Revenue Agency, the TSX United States Internal Revenue Service or the NYSE is contemplating terminating such listing. The Corporation is subject toany other taxing authority, including any sales tax authority, and is in full compliance in all material respects with the policies, rules and regulations no waivers of the TSX and the policies, rules and regulations statutes of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect limitations or objections to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.asses

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters Agents, and acknowledges that each of the Underwriters is Agents and the Subscribers are relying upon such representations and warranties in connection warranties, and for the purposes of this Section 7 references to "the Corporation" shall be deemed to be references to "the Corporation together with its execution subsidiaries on a consolidated basis" or to "the Corporation and delivery each of this Agreement its subsidiaries", as applicable, that: (a) The Registration Statement the Corporation has become effective; no stop order suspending been duly incorporated and is a valid and subsisting corporation under the effectiveness laws of the Registration Statement is in effectProvince of British Columbia, and no proceedings for has all requisite corporate power and capacity to carry on its business, as now conducted and as presently proposed to be conducted by it, and to own its properties and assets; (b) the Corporation is duly registered and qualified to carry on business under the laws of each jurisdiction in which it carries on a material portion of its business; (c) at the Closing Date, the Corporation will have full corporate power and authority to distribute the Special Warrants and to issue the Underlying Securities issuable upon the exercise or deemed exercise of the Special Warrants, the Warrants and the Underlying Broker Warrants and the Special Warrants will be duly created, authorized and issued, and the issuance of Underlying Securities upon the exercise or deemed exercise of the Special Warrants, the Warrants and the Underlying Broker Warrants in accordance with their respective terms will be duly approved and authorized. The Underlying Offering Securities issuable upon the exercise or deemed exercise of the Offering Special Warrants shall, when issued in accordance with the terms of the Offering Special Warrants, be issued as fully paid and non-assessable Common Shares and warrants. The Warrant Shares issuable upon the exercise of the Warrants shall, when issued in accordance with the terms of the Warrants, be issued as fully paid and non-assessable Common Shares. The Underlying Broker Warrants issuable upon the exercise or deemed exercise of the Broker Special Warrants shall, when issued in accordance with the terms of the Broker Special Warrants, be issued as fully paid and non-assessable warrants. The Underlying Broker Shares issuable upon the exercise of the Underlying Broker Warrants shall, when issued in accordance with the terms of the Underlying Broker Warrants, be issued as fully paid and non-assessable Common Shares. The Corporate Finance Shares shall, when issued in accordance with the terms of the Corporate Finance Special Warrants, be issued as fully paid and non-assessable Common Shares.; (d) 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 Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificates and the Corporate Finance Special Warrant Certificates by the Corporation or any of the transactions contemplated hereby or thereby 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, would result in a breach of or constitute a default under: (i) any term or provision of the articles or by-laws of the Corporation or resolutions of the directors (or any committee thereof) or shareholders of the Corporation; (ii) 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 (iii) any law, judgment, decree, order, statute, rule or regulation applicable to the Corporation or its properties or assets, 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 would impair the ability of the Corporation to consummate the transactions contemplated hereby or thereby or to duly observe and perform any of its covenants or obligations contained in this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificates or the Corporate Finance Special Warrant Certificates; (e) the Corporation has full corporate power and authority to enter into this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificates and the Corporate Finance Special Warrant Certificates, and to perform its obligations set out herein and therein, and this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificates and the Corporate Finance Special Warrant Certificates have been and will be duly authorized, executed and delivered by the Corporation and will be legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms subject to the general qualifications that such purpose are pending before orlegality, 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 judgments; (iv) the Corporation’s knowledgeapplicable laws regarding limitations of actions; (v) 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; (vi) the enforceability of the provisions exculpating a party from liability or duty otherwise owed by it to another and certain remedial terms and waivers of equitable defences provided for in such agreement or other document may be limited under applicable law; (vii) the possibility that rights to indemnity, threatened contribution and waiver under this Agreement may be limited or unavailable under applicable law; (viii) the requirement of a court that the discretionary powers expressed to be conferred on any party to such agreement, indenture or other document be exercised reasonably and in good faith notwithstanding any provisions to the contrary and the possibility that such court may decline to accept as conclusive factual or legal determinations described as conclusive therein; and (ix) the fact that costs of and incidental to all proceedings authorized to be taken in court are in the discretion of the court and that the court has full power to determine by whom and to what extent such costs shall be paid; (f) except as otherwise disclosed in the Commission; Public Record there has not been any material adverse change in the Final Receipt has been obtained capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation from the Canadian Securities Commissions position set forth in the Financial Statements and no order there has not been any material adverse change in the business, operations, capital property, assets, liabilities, (absolute, accrued, contingent or action that would have the effect otherwise) or condition (financial or otherwise) or results of suspending the distribution operations of the Offered Units has been issued or taken by any Canadian Securities Commission Corporation since May 31, 2016; and no proceedings for since that purpose date there have been instituted no material facts, transactions, events or occurrences which materially adversely affect the capital, property, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of operations of the Corporation (taken as a whole), and except as contemplated herein, the Corporation has not entered into any transaction which is or may be material to the Corporation and which was not in the ordinary course of business since that date; (g) the Financial Statements fairly present, in all material respects and in accordance with generally accepted accounting principles in Canada, consistently applied, the financial position and condition of the Corporation on a consolidated basis as at the dates thereof and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Corporation as at the dates thereof required to be disclosed in accordance with generally accepted accounting principles in Canada; (h) except as set forth in the Financial Statements and the Documents, the Corporation does not have any material indebtedness; (i) except as disclosed in the Due Diligence Session Responses, there are pending no actions, suits, proceedings or inquiries in existence or, to the knowledge of the Corporation, are contemplated pending or threatened against or affecting the Corporation at law or in equity or before or by any Canadian national, federal, provincial, state, county, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, in any way, may adversely materially affect, or may in any way reasonably be expected to adversely materially affect, the business, operations or condition (financial or otherwise) of the Corporation or its assets, or which materially affects or may materially affect the distribution of the Special Warrants or the distribution of the Underlying Securities Commission; issuable upon the exercise or deemed exercise of the Special Warrants, the Warrants and the Underlying Broker Warrants and the Corporation is not aware of any request made existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success; (j) the Corporation has not incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction, which is or may be material to the Corporation and is not in the ordinary course of business; (k) the Corporation is not a party to or bound by any material agreement of guarantee, indemnification or any other like commitment (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation and applicable laws, and indemnification obligations in favour of agents or underwriters of securities offerings, indemnification obligations of the transfer agents or guarantee or indemnification obligations in the ordinary course of its business) of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person; (l) the Corporation does not have any loans or other indebtedness currently outstanding to or from any of its insiders, officers, directors or employees or any other person not dealing at arm's length with the Corporation, except for indebtedness or amounts owing to such persons in connection with services provided by them to the Corporation; (m) no event of material default under any material 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; (n) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which as at the date hereof, 60,385,716 Common Shares are issued and outstanding as fully paid and non-assessable; (o) other than pursuant to the terms of this Agreement, there are no outstanding securities convertible or exchangeable into any securities or ownership interests of the Corporation or any agreement, warrant, option, right or privilege being or capable of becoming an agreement, warrant, option or right for the purchase of any unissued securities of the Corporation, except for: outstanding options to purchase an aggregate of 5,281,500 Common Shares and outstanding common share purchase warrants to purchase an aggregate of 28,384,861 Common Shares; (p) other than Patriot One Detection Ltd., the Corporation does not have any subsidiaries, and the Corporation is not "affiliated" with, nor is it a "holding corporation" of, any other body corporate (within the meaning of those terms in the BCBCA); and the Corporation has no material shareholdings in any other corporation or business organization, nor is the Corporation a partner in any partnership; (q) except for the deemed year end effective November 8, 2016, the Corporation has duly and timely filed all tax returns or tax information returns, and other tax filings, as applicable, required to be filed by it (whether or not shown on such tax filings and whether or not assessed by any taxing authority) and all such tax returns are complete and correct, 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 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; (r) other than such approvals as have already been obtained or as may be required from the applicable securities regulatory authorities and the Exchange in connection with the filing of the Preliminary Prospectus and the Final Prospectus and the listing on the part Exchange of the Underlying Securities (other than the Underlying Broker Warrants), no authorization, approval or consent of any Canadian court or governmental authority or agency is required to be obtained by the Corporation in connection with the sale and delivery of the Special Warrants hereunder and the issuance of Underlying Securities Commission for additional information has upon the exercise or deemed exercise (if applicable) of the Underlying Securities; (s) the form and terms of certificates representing the Special Warrants, the Warrants, the Underlying Broker Warrants and the Common Shares have been complied with. duly approved and adopted by the Corporation and, in the case of: (i) The Registration Statement did not containthe certificates representing the Offering Special Warrants, as of are in due and proper form under the Applicable Time, Special Warrant Indenture and as of all other laws governing the Closing Date will 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, Corporation; (ii) the Canadian Prospectus certificates representing the Warrants are in due and proper form under the Warrant Indenture and all other laws governing the Corporation; (iii) the certificates representing the Broker Special Warrants are in due and proper form under all laws governing the Corporation; (iv) the certificates representing the Underlying Broker Warrants are in due and proper form under all laws governing the Corporation; (v) the certificates representing the Corporate Finance Special Warrants are in due and proper form under all laws governing the Corporation; and (vi) the certificates representing the Corporate Finance Shares are in due and proper form under all laws governing the Corporation; (t) to the best of the knowledge of the Corporation, no other party is in default in the observance or performance of any amendment term or supplement thereto willobligation to be performed by it under any contract to which the Corporation is a party or by which it is bound which is material to the business of the Corporation and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, when in any such case which default or event would reasonably be expected to have a material adverse effect on the Canadian Supplement assets or properties, business, results of operations, prospects or condition (financial or any applicable amendment and/or supplement theretootherwise) is filed, of the Corporation; (u) the minute books of the Corporation contain full, true and plain disclosure correct copies of all material facts relating to the constating documents of the Corporation and the Shares contain copies of all minutes of all meetings and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light all consent resolutions of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.directors,

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants certifies to and agrees with each the Purchaser that, as of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery date of this Agreement thatand at the Closing: (a) The Registration Statement has become effective; no stop order suspending Corporation is a valid and subsisting company incorporated and in good standing under the effectiveness laws of the Registration Statement is in effectProvince of British Columbia, and no proceedings for such purpose are pending before or, to each of the Corporation’s knowledge, threatened by subsidiaries is a valid and subsisting corporation organized and in good standing under the Commission; the Final Receipt laws of its respective jurisdiction of organization. (b) This Agreement has been obtained from or will be at the Canadian Securities Commissions and no order or Closing duly authorized by all necessary corporate action that would have on the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge part of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on has full corporate power and authority to undertake the part of any Canadian Securities Commission for additional information has been complied withPrivate Placement and to issue, sell and deliver the Purchased Securities. (ic) This Agreement has been duly executed and delivered by the Corporation and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against the Corporation in accordance with the terms hereof, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. (d) The Registration Statement did Corporation and each of its subsidiaries is 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, except for those jurisdictions where the failure to be so registered and licensed would not containhave a material adverse effect on the business, as prospects, properties or operations of the Applicable TimeCorporation and its subsidiaries, taken as a whole. (e) The Corporation has filed all required annual and as of the Closing Date will not containquarterly reports, any untrue statement of a financial statements, proxy statements/information circulars, press releases, material fact or omit to state a material fact change reports and other documents required to be stated therein filed by or necessary on behalf of the Corporation within the past 12 months (collectively, the “Public Filings”) with The Toronto Stock Exchange (the “TSX”) and the NYSE American LLC (together with the TSX, the “Exchanges”) and any regulatory authority in the United States and such other jurisdictions in which the Corporation is required to make such filings, including, without limitation, the statements therein not misleadingsecurities regulator in the Provinces of British Columbia, Alberta and Ontario (iithe “Canadian Securities Regulators”) and the U.S. Securities and Exchange Commission (the “SEC” and, together with the Canadian Prospectus and any amendment or supplement thereto willSecurities Regulators, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, “Commissions”). All of the Public Filings were true and plain disclosure of correct in all material facts relating to respects as at the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below)respective dates of such filings, and will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian at the respective dates of such filings. There is not presently any material change, as defined in the Securities Laws (as defined below), relating to the Corporation or change in any material fact, as defined in the Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements or any of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation Purchased Securities, which has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission not been fully disclosed in accordance with the requirements of the Securities Act Laws and the applicable rules and regulations policies of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinExchanges. (f) The Corporation’s outstanding common shares are listed on Except as set forth in the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon Public Filings, neither the Corporation complying with the usual conditions imposed nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will generally accepted accounting principles to be listed and posted for trading set forth on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution a consolidated balance sheet of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Corporation or its subsidiaries. (g) Except as disclosed in the Public Filings filed and publicly available prior to the date of this Agreement (the “SubsidiariesFiled Documents”), and except as expressly contemplated by this Agreement, since the date of the most recent audited financial statements included in the Filed Documents, the Corporation conducted its business only in the ordinary course, and there has not been (i) any material change in the Corporation, (ii) any declaration setting aside or payment of any dividend or other distribution (whether in cash stock or property) with respect to any of the Corporation’s capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Corporation or any of its subsidiaries to any officer of the Corporation or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with prior practice or as was required under applicable Canadian Securities Laws and U.S. Securities Laws employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Documents, (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)y) between any granting by the Corporation and such auditors or any former auditors of its subsidiaries to any officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Documents, or (z) any entry by the Corporation or any of its subsidiaries into any employment, severance or termination agreement with any officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or is likely to have a material adverse effect on the Corporation or its subsidiaries, or (vi) any change in accounting methods, principles or practices by the Corporation or its subsidiaries materially affecting their respective assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles. (h) Except as qualified by the disclosure in the Public Filings, 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 Public Filings as being beneficially owned by the Corporation. The responsibilities Corporation and composition each of its subsidiaries is conducting its business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on. (i) Subject to the representations, warranties and certifications of the Purchaser herein contained being accurate and truthful in all material respects and the Purchaser fulfilling all of its covenants and obligations herein contained, the Corporation has complied and will comply fully with (i) all applicable statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any governmental entity applicable to its business or operations and (ii) the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of, each of the Commissions, state securities laws and the Securities Act (collectively, the “Securities Laws”) and the Business Corporations Act (British Columbia) in relation to the Private Placement. (j) The issue and sale of the Purchased Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s audit committee comply constituent documents or any material agreement or instrument to which the Corporation is a party or by which it is bound. (k) The authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, of which, immediately prior to the Closing, 199,693,442 Common Shares are issued and outstanding. Except for as provided in the Public Filings, 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 any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital. (l) The Purchased Securities, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be validly issued and outstanding, fully-paid and non-assessable. (m) No person, firm or corporation has, or will have, as a result of any action taken by the Corporation or any of its representatives, in the context of the transaction specifically contemplated by this Agreement, any rights, interest or valid claim against or upon the Corporation or the Purchaser for any commission, fee or other compensation as a finder or broker or in any similar capacity. (n) No approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under the Securities Laws and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements rules of the NYSEExchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the periods prescribed thereunder. (o) The Corporation has not relied upon the Purchaser for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal investment advisers, legal counsel and tax advisers. (p) The Corporation acknowledges (i) that the Purchaser has not been asked by the Corporation to agree, nor has the Purchaser agreed with the Corporation, to desist from purchasing or selling, long and/or short, securities of the Corporation, or “derivative” securities based on securities issued by the Corporation or to hold the Purchased Securities for any specified term, and (ii) that the Purchaser, and counter parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Shares which were established prior to the Purchaser’s knowledge of the transactions contemplated by this Agreement. The Corporation further understands and acknowledges that following the public disclosure of the transactions contemplated by this Agreement, the Purchaser may engage in hedging and/or trading activities at various times during the period that the Purchased Securities are outstanding, and that such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Corporation both at and after the time the hedging and/or trading activities are being conducted. (q) The Corporation has not disclosed to the Purchaser or any of its officers, directors, employees, affiliates, representatives or agents any material information, which has not been generally disclosed, regarding the Corporation or its subsidiaries or affiliates in connection with the transactions contemplated by this Agreement. (r) No “U.S. Securities Lawsbad actor” means disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Corporation or, to the Corporation’s knowledge, any person having a relationship with the Corporation listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. (s) Neither the Corporation nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened. (t) There are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions. (u) To the Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and no proceedings for such purpose are pending or threatened. (v) The Common Shares (i) do not constitute a U.S. Real Property Interest for purposes of the United States Internal Revenue Code of 1986, as amended, and (ii) are not, and are not deemed to be, “taxable Canadian property” for purposes of the Income Tax Act (Canada). (w) None of the Corporation, its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Corporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the Exchange Actregulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and to the knowledge of the Corporation no such action has been taken by any of its agents, representatives or other persons acting on behalf of the Corporation or any of its subsidiaries. (x) Neither the Corporation nor any of its subsidiaries has, and, to the Corporation’s knowledge, no person acting on their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Common Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Common Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Corporation. (y) Other than its shares of its subsidiaries, the Corporation does not own and does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in any person or entity, and neither the Corporation nor any of its subsidiaries is a party to any agreement to acquire or lease any other business operations. (z) The Corporation has filed in a timely manner all necessary tax returns and notices and has paid all applicable state securities laws.taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged by the Canada Revenue Agency, the Internal Revenue Service or any other taxation authority to be due. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or the payment of any material tax, governmental charge, penalty, interest or fine against the Corporation. The Corporation has no liability for taxes except those arising in the ordinary course of its business. There are no material actions, suits, proceedings, audits, investigations or claims in progress, now threatened or pending against the Corporation which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Corporation has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving author

Representations and Warranties of the Corporation. (a) The Corporation represents and warrants to the Underwriter and agrees with each of the Underwriters Purchasers, and acknowledges that each of the Underwriters them is relying upon such representations and warranties in connection completing the Offering, that: (i) each of the Corporation and the Material Subsidiaries has been duly continued and is validly existing under the laws of its jurisdiction of incorporation, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own its properties and assets and the Corporation has all requisite power and authority to carry out its obligations under each of the Material Agreements; (ii) except for the Material Subsidiaries, the Corporation has no material subsidiaries and has no investment or proposed investment in any person which is or would be material to the business and affairs of the Corporation; (iii) the Corporation is a reporting company under U.S. Securities Laws and is not in default of any requirement thereof, is in compliance with its timely disclosure obligations under such legislation and there are no outstanding reports filed under U.S. Securities Laws on a confidential basis; (iv) all consents, approvals, permits, authorizations or filings as may be required under applicable Securities Laws necessary for the execution and delivery of, and the performance by the Corporation of its obligations under, each of the Material Agreements have been made or obtained, as applicable; (v) 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; (vi) at the Closing Time, each of the Material Agreements shall have been duly authorized, executed and delivered by the Corporation and each shall constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms; (vii) none of the execution and delivery of the Material Agreements, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Units hereunder and the consummation of the transactions contemplated in this Agreement that:and the Material Agreements, including the issuance and delivery of the Underlying Securities and the Optioned Securities do not and will not 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, without limitation, applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation is a party or by which it is bound; or (D) any judgment, decree or order binding the Corporation or, the property or assets of the Corporation in each case 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; (aviii) The Registration Statement has become effective; no stop order suspending at the effectiveness Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the issuance of the Registration Statement is Underlying Securities, the Compensation Warrants, and the Optioned Securities and upon due exercise of the Warrants and Compensation Warrants, the Common Shares issuable upon the exercise thereof will be validly issued as fully paid and non-assessable shares of the Corporation; (ix) the authorized capital of the Corporation consists of 100,000,000 Common Shares with a par value of U.S.$0.001 and 5,000,000 preferred shares issuable in effectseries with a par value of U.S.$0.001, of which 50,473,510 Common Shares and 764,000 preferred shares are issued and outstanding as fully paid and non-assessable as at December 15, 1999 prior to giving effect to the Offering and the International Offering; (x) other than as referred to in the Disclosure Documents, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition, capital or prospects of the Corporation and its subsidiaries since the effective date of the Financial Statements, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened transaction has been entered into by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order Corporation or action that any of its subsidiaries which is or would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made be material to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.a consolidated basis; (ixi) The Registration Statement did not containthe Financial Statements have been prepared in accordance with generally accepted accounting principles and fairly present, as in all material respects, the financial condition and results of operations of the Applicable TimeCorporation for the periods then ended; (xii) except as set forth in Schedule "A" hereto, (A) the Corporation is the sole registered and as beneficial owner of all issued and outstanding securities of each Material Subsidiary; and (B) no holder of outstanding shares in the capital of the Closing Date Corporation will not contain, be entitled to 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (pre-emptive or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure similar rights to subscribe for any of all material facts relating to 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 Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light capital of the circumstances in which they were made, not misleading, Corporation or any of the Material Subsidiaries are outstanding or are contemplated; (iiixiii) the Registration Statement, the U.S. Preliminary Prospectus Corporation and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation its subsidiaries has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, conducted and is conducting its business in full compliance in all material respects with all applicable Laws of each jurisdiction in which such business is carried on, except where the policies, rules and regulations failure to do so would not have a material adverse effect on the Corporation; (xiv) no legal or governmental proceedings are pending to which the Corporation or any of its subsidiaries or to which the property of the TSX and Corporation or any of its subsidiaries is subject that would result individually or in the policiesaggregate in any material adverse change in the operation, rules and regulations business or condition of the NYSE. (g) KPMG LLPCorporation taken as a whole and, to the Corporation’s auditorsbest of its knowledge, information and belief, no such proceedings have been threatened against or are independent public accountants contemplated with respect to the Corporation and or any of its consolidated subsidiaries property; (the “Subsidiaries”xv) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and each of its subsidiaries has timely filed all necessary tax returns and notices and has paid or made provision for all applicable taxes of whatever nature for all tax years to the date hereof to the extent such auditors taxes have become due or have been alleged to be due except where the failure to file such tax returns and notices would not have an adverse material effect on the Corporation and the Corporation is not aware of any former auditors material tax deficiencies or material interest or penalties accrued or accruing, or alleged to be accrued or accruing thereon which have not otherwise been provided for by the Corporation and its subsidiaries; (xvi) the Corporation and its subsidiaries possess all material certificates, authorizations, permits or licences issued by the appropriate regulatory authorities necessary to conduct the business operated by it and has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, permit or licence which, by itself or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would have a material adverse effect on the conduct of the business, operations, financial condition or income of the Corporation taken as a whole; (xvii) to the best of the Corporation. The responsibilities 's knowledge, information and composition belief, none of the directors or officers of the Corporation or any of its subsidiaries (or such shareholders' respective principals) is or has ever been subject to prior regulatory, criminal or bankruptcy proceedings in Canada or elsewhere; (xviii) the Corporation or one of its subsidiaries has all proprietary rights provided in law to all patents, trademarks, copyrights, industrial designs, software, firmware, trade secrets, know-how, show-how, concepts, information and other intellectual and industrial property (collectively, "Intellectual Property") necessary to permit it to conduct its business, except where the failure to do so would not have a material adverse effect on the Corporation; (xix) the Corporation or one of its subsidiaries is the exclusive owner of or possesses adequate enforceable rights to use the Intellectual Property free and clear of any encumbrances which would have a material adverse effect on the Corporation, and has no knowledge of any claim of adverse ownership in respect thereof; (xx) the Corporation is not aware of a claim of any infringement or breach by the Corporation or any of its subsidiaries of any industrial or intellectual property rights of any other person, nor has the Corporation or any of its subsidiaries received any notice, nor is the Corporation otherwise aware, that the use of the business names, trademarks, servicemarks, copyrights and other industrial or intellectual property of the Corporation or any of its subsidiaries infringes upon or breaches any industrial or intellectual property rights of any other person and the Corporation has no knowledge of any infringement or violation of any of the rights of the Corporation in such intellectual and industrial property and is not aware of any state of facts that casts doubt on the validity or enforceability of any such intellectual or industrial property rights; (xxi) except as disclosed in the Disclosure Documents, there is presently no material plan in place for retirement bonus, pension benefits, unemployment benefits, deferred compensation, severance or termination pay, insurance, sick leave, disability, salary continuation, legal benefits, vacation or other employee incentives or compensation that is contributed to or required to be contributed to, by the Corporation for the benefit of any current or former director, senior officer, or consultant of the Corporation’s audit committee comply with; (xxii) except as disclosed in the Disclosure Documents, neither the Corporation nor any of its subsidiaries owes any money to, nor has the Corporation or any of its subsidiaries any present loans to, or borrowed any monies from, is or otherwise indebted to any officer, director, employee, shareholder or any person not dealing at "arms length" (as such term is defined in the Income Tax Act (Canada)) with the Corporation except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation; (xxiii) except as disclosed in the Disclosure Documents, neither the Corporation nor any of its subsidiaries is a party to any contract, agreement or understanding except in the normal course of business with any officer, director, employee, shareholder or any other person not dealing at arm's length with the Corporation; (xxiv) except as disclosed in the Disclosure Documents, to the best of the Corporation's knowledge, information and belief, no present or former officer, director or shareholder of the Corporation or any of its subsidiaries has any cause of action, or other claim whatsoever, against, or owes any amount to, the Corporation or any of its subsidiaries except for any liabilities reflected in the Financial Statements and claims in the ordinary and normal course of the business such as for accrued vacation pay and accrued benefits under any employee plans the particulars of which have been disclosed to the Underwriter; (xxv) except as disclosed in the Disclosure Documents, there are no pension, retirement, profit sharing and other employee benefit plans established by or for the employees of the Corporation and its subsidiaries nor any other plans, programs, funds, arrangements and contractual undertakings, whether for the benefit of a single individual or for more than one individual, and whether or not funded, which is in the audit committee operates nature of (i) an employee pension benefit plan, (ii) an employee welfare benefit plan, or (iii) any incentive or other benefit arrangement for employees, their beneficiaries and/or their dependants, including bonus, stock purchase, deferred compensation, supplemental retirement, severance or other similar plans; (xxvi) all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in accordance with, National Instrument 52-110 – Audit Committees the books and records of the Corporation; (xxvii) neither the Corporation nor any of its subsidiaries has made any contracts with any labour union or employee association nor made commitments to or conducted negotiations with any labour union or employee association with respect to any future agreements and the applicable requirements Corporation is not aware of any current attempts to organize or establish any labour union or employee association with respect to any employees of the NYSE. “U.S. Securities Laws” means Corporation or any of its subsidiaries, nor is there any certification of any such union with regard to a bargaining unit; (xxviii) there has not been and there is not currently any material disagreement or other difficulty with any of the Securities Act employees of the Corporation or any of its subsidiaries which is adversely affecting or could reasonably adversely affect, in a material manner, the carrying on of the business of the Corporation or any of its subsidiaries; (xxix) to the best of the Corporation's knowledge, information and belief, the Exchange ActCorporation is in compliance with the provisions of applicable worker's compensation, applicable employee health and safety, training or similar legislation in each jurisdiction where it carries on business; (xxx) no property or asset of the Corporation or any of its subsidiaries has been taken or expropriated by any federal, state, provincial, municipal or other authority nor has any notice or proceeding in respect thereof been given or commenced nor is the Corporation aware of any intent or proposal to give any such notice or commence any such proceeding; (xxxi) with respect to each premises which is material to the Corporation and which the Corporation or any of its subsidiaries occupies (the "Material Premises"), the Corporation or one of its subsidiaries has the right to occupy and use the Material Premises; (xxxii) each of the leases pursuant to which the Corporation or any of its subsidiaries occupies any Material Premises is in good standing and in full force and effect, and none of the Corporation or any of its subsidiaries (as the case may be) or, to the best of the knowledge, information and belief of the Corporation, any other party thereto, is in breach of any material covenants, conditions or obligations contained therein; (xxxiii) to the best of the Corporation's knowledge, information and belief, the business of the Corporation and each of its subsidiaries has been and is in compliance with all applicable state securities laws.Environmental Laws except where such non-compliance would not have a material adverse effect on the Corporation; neither the Corporation nor any of its subsidiaries has used or permitted to be used, except in compliance with all Environmental Laws, any of its properties or facilities or any property or facility which it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials and neither the Corporation nor any of its subsidiaries has caused or permitted, nor has there been any release, of any Hazardous Materials on, in, around, from or in connection with any of its properties or assets or their use, or any property or facility which it previously owned or leased, or any such Release on or from a facility owned or operated by any third party but with respect to which the Corporation or one of its subsidiaries is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Corporation and its subsidiaries have been disposed of, treated and stored by the Corporation and its subsidiaries in compliance with all Environmental Laws; the Corporation nor any of its subsidiaries has received any notice of, nor been prosecuted for, non-compliance with any Environmental Laws, and neither the Corporation nor any of its subsidiaries has settled any allegation of

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriters (on their own behalf and agrees with on behalf of each of the Underwriters Purchasers) that as at the date hereof: (a) the Corporation has been duly incorporated and acknowledges that 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 and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates; (b) other than as set forth in Schedule “C”, 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; (c) 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 Subsidiaries and all of the issued and outstanding shares of each of the Underwriters Subsidiaries 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 Subsidiaries of any interest in any of the shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares; (d) each Subsidiary has been duly incorporated and is relying upon such representations validly existing under the laws of its governing jurisdiction, has all requisite corporate power and warranties in connection with authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets; (e) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement that:Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates and the issuance of the Common Shares forming part of the Units, the Warrant Shares, the Compensation Shares and the Compensation Warrant Shares, and the completion of the transactions contemplated hereby, have been made or obtained, as applicable, subject to certain specified conditions and exceptions contained in the Exchange Letter and the Corporation filing with the Securities Commissions, within 10 days from the date of the sale of the Units, a Form 45-106F1 (and, if applicable, a Form 45-106F6) prepared and executed in accordance with Applicable Securities Laws and accompanied by the prescribed fees and fee checklist form, if any, the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Units in the United States and all amendments required to be filed as a result of subsequent sales of Units in the United States, and 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(b) of Regulation D promulgated under the U.S. Securities Act, to the extent applicable; (af) The Registration Statement has become effective; the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no stop order ceasing or suspending the effectiveness trading in any securities of the Registration Statement is in effect, Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.threatened; (ig) The Registration Statement did not contain, as the definitive form of certificate representing the Common Shares is in proper form under the laws of the Applicable Time, province of Ontario and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects complies with the requirements of the Securities Act Exchange and does not conflict with the constating documents of the Corporation; (h) the audited financial statements of the Corporation for the fiscal year ended December 31, 2012 and the rules and regulations unaudited interim financial statements of the Commission under Corporation for the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictionsthree and six month periods ended June 30, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions 2013 (collectively, the “Canadian Securities LawsFinancial Statements”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. ) (di) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission have been prepared in accordance with the requirements of IFRS, consistently applied throughout the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or periods referred to by the Corporation complies or will comply therein; (ii) present fairly, in all material respects with respects, the requirements financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Securities Act Corporation as at such dates and the applicable rules and regulations results of operations of the Commission thereunder. Except Corporation for the free writing prospectusesperiods then ended; and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, if any, identified in Schedule II or III heretoexpenses and losses of the Corporation, and electronic road shows, if any, each furnished to you before first use, there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements; (i) the Corporation has not prepared, used declared or referred to, paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and will has not, without your prior consentdirectly or indirectly, prepareredeemed, use purchased or refer to, otherwise acquired any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act.its shares or agreed to do so or otherwise effected any return of capital with respect to such shares; (ej) Each document 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 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; all tax returns, declarations, remittances and filings required to be filed with by each of the Canadian Securities Commissions Corporation and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are Subsidiaries have been filed with the Canadian Securities Commissionsall appropriate governmental authorities and all such returns, conformed or will conform when so filed in all material respects with Canadian Securities Lawsdeclarations, remittances and none of such documents, as of their respective dates, contained or will contain any untrue statement of filings are complete and accurate and no material fact or facts have been omitted or will omit therefrom which would make any of them misleading; to state a material fact required to be stated therein or necessary to make the statements therein, in the light knowledge of the circumstances under which they were madeCorporation, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time no examination of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations any tax return of the Commission thereunderCorporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, and none of such documentsor may be payable, as of their respective dates, contained by the Corporation or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make Subsidiary; (k) the statements therein, in the light auditors of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any Corporation who audited the financial statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) fiscal year ended December 31, 2012 and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, who provided their audit report thereon are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Applicable Securities Laws and U.S. Securities Laws Laws; (as defined below). There l) there has never been a “reportable event” disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)Disclosure) between with the Corporation and such auditors present or any former auditors of the Corporation. The responsibilities ; (m) each of the Corporation and composition 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 differences; (n) each of the Corporation and the Subsidiaries has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Board considers reasonable and appropriate in the Corporation’s audit committee comply with, circumstances and in accordance with the provisions of IFRS; (o) the audit committee of the Corporation is comprised and operates in accordance with, with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; the majority of the members of the audit committee are “independent” within the meaning of such instrument; (p) as at the Closing Date, except for the Warrants, Compensation Options and as set forth in Schedule “B” to this Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or 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; (q) 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 result individually or in the aggregate in a material adverse 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; (r) 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) 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 NYSE. “U.S. Corporation or any of the Subsidiaries; (s) the Corporation is a reporting issuer under Applicable Securities Laws” means Laws in each of the provinces of British Columbia, Alberta and Ontario; the Corporation is not in default in any material respect of any requirement of Applicable Securities Laws of the Offering Jurisdictions nor is included in a list of defaulting reporting issuers maintained by the Securities Act 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; (t) the execution and delivery of each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates and the compliance with all provisions contemplated thereunder, the offering and sale of the Units and the issuance of the Common Shares and Warrants forming part of the Units, the Warrant Shares and the Compensation Securities 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 are set out in the Exchange ActLetter; (ii) result in a breach 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; (2) any statute, rule, regulation or law applicable to the Corporation or any Subsidiary, including, without limitation, Applicable Securities Laws of the Offering 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/or (iii) give rise to any 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; (u) upon the execution and delivery thereof, each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates 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 state law; (v) at the Time of Closing, all necessary corporate action will have been taken by the Corporation to: (a) validly issue the Common Shares forming part of the Units as fully paid and non-assessable securities laws.in the capital of the Corporation; (b) validly create, authorize and issue the Warrants and the Compensation Options; and (c) allot, reserve and authorize the issuance of the Warrant Shares, Compensation Shares and Compensation Option Shares, as fully paid and non-assessable securities in the capital of the Corporation upon the due exercise of the Warrants, the Compensation Options and the Compensation Warrants, as the case may be; (w) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of the close of business on November 11, 2013, 19,145,529 Common Shares are issued and outstanding; (x) 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 in writing 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 misleading; (y) the Corporation has, and to the knowledge of the Corporation, the directors and officers of the Corporation have in all material respects answered every question or inquiry of the Underwriters and their counsel in connection with the Underwriters’ due diligence investigations fully and truthfully; (z) the Corporation intends to use the proceeds of the Offering for sales and marketing and for general corporate purposes; (aa) except as contemplated hereby (including any selling agent retained by the Underwriters pursuant to subsection 2(b)), there is no person acting or purporting to act at the request of the Corporation, who is entitled to any brokerage or agency fee in connection with the transactions contemplated herein; (bb) all disclosure filings required to be made by the Corporation pursuant to Applicable Securities Laws have been made and such disclosure and filings were true and accurate as at the respective dates thereof and the Corporation has not filed any confidential material change reports; (cc) the Corporation is not aware of any legislation, or proposed legislation (published by a legislative body having jurisdiction over the operations of the business carried on by the Corporation), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation and the Subsidiaries, taken

Representations and Warranties of the Corporation. The (1) Except as disclosed in (a) the Corporation represents Disclosure Letter or (b) other than with respect to Sections 1 [Corporate Existence and warrants Power], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization], 5 [Non-Contravention], 6 [Capitalization], 8 [Shareholders’ and Similar Agreements], 9 [Canadian Securities Laws Matters], 10 [U.S. Securities Laws Matters], 11 [Financial Statements] and 43 [Financial Advisors], the Corporation’s Public Disclosure Record (excluding from the Corporation’s Public Disclosure Record all risk factor disclosures, disclosures about market risk, or other cautionary, predictive or forward-looking disclosures contained therein that do not merely state specific historical events or circumstances affecting the Corporation), the Corporation makes the representations and warranties to the Parent and the Purchaser as set forth on Schedule C hereto and acknowledges and agrees with each of that the Underwriters Parent and acknowledges that each of the Underwriters is Purchaser are relying upon such representations and warranties in connection with its execution and delivery the entering into of this Agreement that: (a) The Registration Statement has become effective; no stop order suspending and the effectiveness consummation of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied withArrangement. (i2) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that Except for the representations and warranties set forth in this paragraph do not apply to statements or omissions Agreement including the related disclosures in the Registration StatementCorporation Disclosure Letter, neither the Time Corporation nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects connection with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Acttransactions contemplated by this Agreement. (c3) The Corporation has complied with all applicable securities laws in each representations and warranties of the Canadian Qualifying Jurisdictions, including Corporation contained in this Agreement shall not survive the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders completion of the Canadian Securities Commissions Arrangement and all discretionary rulings shall expire and orders applicable be terminated at the Effective Time. (4) Contemporaneously with the execution and delivery of this Agreement, the Corporation is delivering to the Corporation, if any, of Parent and the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), Purchaser the Corporation Disclosure Letter required to be complied with delivered pursuant to this Agreement, which sets out the disclosures, exceptions and exclusions contemplated or permitted by this Agreement, including certain exceptions and exclusions to the representations and warranties and covenants of the Corporation to qualify the distribution contained in this Agreement. If a matter is set out, disclosed, listed, described or reflected in a particular section of the Offered UnitsCorporation Disclosure Letter, the Shares and the Warrants it is deemed to have been sufficiently disclosed to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, Parties if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon such matter is described in that particular section of the Corporation complying with the usual conditions imposed by the TSX and the NYSEDisclosure Letter, as applicable, with respect thereto and (ii) there is, in that particular section, a specific cross-reference to another section of the Warrants will be listed and posted for trading Corporation Disclosure Letter, or (iii) such matter is disclosed in another section of the Corporation Disclosure Letter, provided that the relevance of such matter to items that are the subject of the representation or warranty in this Agreement corresponding to that particular section is reasonably apparent on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution face of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEdisclosure. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants certifies to and agrees with each the Subscriber and, if applicable, the Disclosed Purchaser that, as of the Underwriters date given above and acknowledges that each of at the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement thatClosing: (a) The Registration Statement has become effective; no stop order suspending the effectiveness Corporation is a valid and subsisting company incorporated and in good standing under the laws of the Registration Statement Province of British Columbia; (b) the Corporation and each of its subsidiaries is duly registered and licensed to carry on business in effecteach jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) all annual and quarterly reports, financial statements, proxy statements/information circulars, press releases, material change reports and other documents filed by or on behalf of the Corporation within the past 12 months with the Exchanges and any of the Commissions (the “Disclosure Record”) 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; (d) 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 as being beneficially owned by the Corporation; (e) the financial statements of the Corporation contained in the Disclosure Record have all been prepared in accordance with United States generally accepted accounting principles, accurately and fairly reflect the financial position, performance, cash flows and all liabilities (accrued, absolute, contingent or otherwise) of the Corporation and its subsidiaries in all material respects as of the dates thereof; (f) subject to the representations, warranties and certifications of the Subscriber herein contained being accurate and truthful in all material respects and the Subscriber fulfilling all of its covenants and obligations herein contained, 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; (g) 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 fully disclosed in accordance with the requirements of the Securities Laws and the policies of the Exchanges; (h) the issue and sale of the Offered Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s constating documents or any agreement or instrument to which the Corporation is a party or by which it is bound; (i) the issue and sale of the Offered Securities by the Corporation qualifies as an “Exempt Acquisition” under the Amended & Restated Shareholder Rights Plan Agreement dated August 26, 2009 (as amended and restated on September 19, 2012) among the Corporation and Computershare Investor Services Inc.; (j) neither the Corporation nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (l) this Agreement has been or will be at the Closing Date duly authorized by all necessary corporate action on the part of the Corporation, and the Corporation has full corporate power and authority to undertake the Offering and to issue, sell and deliver the Purchased Securities; (m) to the Corporation’s knowledge, after due enquiry, it is not in material default of any of the requirements of the Securities Laws or any of the administrative policies or notices of the Exchanges; (n) to the Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters and no proceedings for such purpose are pending before oror threatened; (o) except for as provided in the Disclosure Record, 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 any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (p) each of the Corporation’s subsidiaries is a valid and subsisting corporation organized and in good standing under the laws of their respective jurisdictions of organization; (q) the Corporation and each of its subsidiaries is in all material respects conducting its business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on; (r) the authorized capital of the Corporation consists of 500,000,000 Common Shares, of which, immediately prior to the Closing Date, 116,353,638 Common Shares are issued and outstanding; (s) the Common Shares (i) do not constitute a U.S. Real Property Interest for purposes of the United States Internal Revenue Code of 1986, as amended, and (ii) are not, and are not deemed to be, “taxable Canadian property” for purposes of the Income Tax Act (Canada); (t) as of the Closing, the Purchased Securities will be validly issued and outstanding; (u) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under the Securities Laws and the rules of the Exchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the periods prescribed thereunder; (v) the Corporation has not relied upon the Subscriber for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal investment advisers, legal counsel and tax advisers; (w) the Corporation acknowledges (i) that the Subscriber has not been asked by the Corporation to agree, nor has the Subscriber agreed with the Corporation, to desist from purchasing or selling, long and/or short, securities of the Corporation, or “derivative” securities based on securities issued by the Corporation or to hold the Purchased Securities for any specified term, and (ii) that the Subscriber, and counter parties in “derivative” transactions to which the Subscriber is a party, directly or indirectly, presently may have a “short” position in the Common Shares which were established prior to the Subscriber’s knowledge of the transactions contemplated by this Agreement. The Corporation further understands and acknowledges that following the public disclosure of the transactions contemplated by this Agreement, the Subscriber may engage in hedging and/or trading activities at various times during the period that the Purchased Securities are outstanding, and that such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Corporation both at and after the time the hedging and/or trading activities are being conducted; (x) none of the Corporation, its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Corporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction, and to the knowledge of the Corporation no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Corporation or any of its subsidiaries; (y) neither the Corporation nor any of its subsidiaries has, and, to the Corporation’s knowledge, threatened no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Common Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Common Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Corporation; (z) other than its shares of its subsidiaries and 65,000 shares of Millrock Resources, Inc. held as marketable securities, the Corporation does not own and does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in any Person, and the Corporation does not have any agreements to acquire or lease any other business operations; (aa) the Corporation has filed in a timely manner all necessary tax returns and notices and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged by the Commission; Canada Revenue Agency, the Final Receipt Internal Revenue Service or any other taxation authority to be due. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or the payment of any material tax, governmental charge, penalty, interest or fine against the Corporation. The Corporation has no liability for taxes except those arising in the ordinary course of its business. There are no material actions, suits, proceedings, audits, investigations or claims in progress, now threatened or pending against the Corporation which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Corporation has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation; (bb) the Corporation has its property and assets insured against loss or damage by insurable hazards or risks on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses. Such insurance coverage is of a type and in an amount typical to the business in which each of the Corporation and its subsidiaries operates as conducted by a reasonably prudent Person, based on the advice of insurance brokers consulted by the Corporation and its subsidiaries. Each of the Corporation and its subsidiaries has not made any material claim on any policy of insurance or been obtained refused any insurance coverage sought or applied for. Each of the Corporation and its subsidiaries has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from the Canadian Securities Commissions and no order or action similar insurers as may be necessary to continue its business at a cost that would not be reasonably expected to have a material adverse effect on the effect of suspending the distribution Corporation’s business; (cc) each of the Offered Units Corporation and its subsidiaries owns, or to its knowledge, has been issued or taken the right to use all information used by the Corporation and its subsidiaries (including for the purposes of any technical reports pursuant to Canadian Securities Commission National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) without infringing the intellectual property rights of others; (dd) the Corporation has filed all technical reports as required by NI 43-101, and no proceedings for that purpose all such reports have been instituted prepared in material compliance with the requirements of NI 43-101. In addition, with respect to each press release issued, and any other documents filed, by or are pending oron behalf of the Corporation in respect of which any requirements of such Canadian National Instrument applied, each such press release and document also complied in all material respects as to form, substance and otherwise with the requirements of such Canadian National Instrument; (ee) to the knowledge Corporation’s knowledge, none of the directors or officers of the Corporation, are contemplated by nor any Canadian Securities Commission; and holder of more than 10% of any request made class of shares of the Corporation, or any associate or affiliate of any of the foregoing Persons, has any material interest, direct or indirect, in any proposed material transaction which is material to or will materially affect the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. other than (i) The Registration Statement did the acquisition of Offered Securities and (ii) the related party transaction described in Note 10 to the Corporation’s interim financial statements for the three and nine month periods ending September 30, 2016; (ff) the Corporation has not containdisclosed to the Subscriber or any of its officers, directors, employees, affiliates, representatives or agents any material information, which has not been generally disclosed, regarding the Corporation or its subsidiaries or affiliates in connection with the transactions contemplated by this Agreement; and (gg) the representations, warranties, covenants and certifications in this section 7 will be true and correct both as of the Applicable Time, execution of this Agreement and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities ActDate. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The By accepting this offer, the Corporation represents and warrants to the Purchaser as follows: (a) the Corporation has been duly incorporated and agrees with each of is validly subsisting and in good standing under the Underwriters Business Corporations Act (Yukon Territory), and acknowledges that each of has all requisite corporate power and capacity to enter into and carry out its obligations under, this Subscription Agreement; (b) on the Underwriters is relying upon such representations Closing Date, the Corporation will have taken all corporate steps and warranties in connection with its proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Agreement that:Subscription Agreement; (ac) The Registration Statement has become effective; the outstanding Shares are listed and posted for trading on the Toronto Stock Exchange and the American Stock Exchange; (d) no stop order ceasing or suspending trading in the effectiveness securities of the Registration Statement Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (e) prior to the Closing Date, the Corporation will have obtained all required approvals from the Toronto Stock Exchange and the American Stock Exchange in order to permit the completion of the transactions contemplated hereby; (f) the Corporation is a reporting issuer in effectgood standing under the securities laws of the Reporting Province and is a reporting company under the 1934 Act, and no proceedings for material change relating to the Corporation has occurred with respect to which the requisite material change report has not been filed under any applicable securities laws in the Reporting Province and no such purpose are pending before ordisclosure has been made on a confidential basis; (g) the Corporation has full corporate power and authority to undertake the Offering, to issue the Corporation’s knowledgeSecurities, threatened by and at the Commission; Closing Time, the Final Receipt has been obtained from Shares and the Canadian Securities Commissions Warrants will be duly and no order validly created, authorized and issued, and all Warrant Shares issuable upon exercise of the Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Warrants and will, upon exercise of the Warrants be issued as fully-paid and non-assessable Shares; (h) the Corporation and its subsidiaries are the beneficial owners of or action that would have the effect of suspending right to acquire the distribution interests in the properties, business and assets referred to in the Public Record, and any and all agreements pursuant to which the Corporation or its subsidiaries holds or will hold any such interests in properties, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing in all material respects under the applicable statues and regulations of the Offered Units has been issued jurisdictions in which they are situated; (i) the Public Record is in all material respects accurate and omits no facts, the omission of which makes the Public Record or taken by any Canadian Securities Commission and particulars therein, misleading or incorrect; (j) except as disclosed in the Public Record, no actions, suits, inquiries or proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made or threatened to which the Corporation on or its subsidiaries is a party or to which the part property of the Corporation or its subsidiaries is subject that would result individually or in the aggregate in any Canadian Securities Commission for additional information has been complied with.material adverse change in the operations, business or condition (financial or otherwise) of the Corporation or its subsidiaries; (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (iik) the Canadian Prospectus and any amendment or supplement thereto willFinancial Statements present fairly, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of in all material facts relating to respects, the financial position of the Corporation and its subsidiaries on a consolidated basis as at the Shares dates set out therein and the Warrants results of their operations and the changes in their financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles; (l) except as required by Canadian Securities Laws disclosed in the Public Record, there has not been any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation or its subsidiaries, as defined below)set forth in the Financial Statements, and will there has not contain been any untrue statement of a material fact adverse change in the business, operations or omit to state a material fact required to be stated therein condition (financial or necessary to make the statements therein, in light otherwise) or results of the circumstances in operations of the Corporation or its subsidiaries, since June 30, 2004 and since that date there have been no material facts, transactions, events or occurrences which they were made, not misleading, could materially adversely affect the business of the Corporation or its subsidiaries; (iiim) the Registration StatementCorporation and its subsidiaries have conducted and are conducting their businesses in compliance with all applicable laws, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable by-laws, rules and regulations of each jurisdiction in which their businesses are carried on and hold all licences, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable their businesses to be carried on as now conducted or as proposed to be conducted, and all such licences, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Commission thereunderCorporation nor its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, condition (ivfinancial or otherwise) or income of the Corporation or its subsidiaries; (n) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment Corporation has taken or supplement thereto will take all steps as may be necessary for it to comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities applicable securities laws of the Reporting Province and the United States, and such other jurisdictions in which the Units are sold, and the Corporation is entitled to avail itself of the applicable prospectus and registration exemptions available under the applicable securities laws of the Reporting Province and the United States in respect of the offer and sale of the Units; and (o) the Corporation has filed all documents that it is required to file under the continuous disclosure provisions of applicable securities laws in Canada and the United States, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports, and all periodic reports required by Section 13(a) of the 1934 Act and the rules and regulations of the Commission under the Securities Actthereunder. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants certifies to and agrees with each the Purchaser that, as of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery date of this Agreement thatand at the Closing: (a) The Registration Statement has become effective; no stop order suspending Corporation is a valid and subsisting company incorporated and in good standing under the effectiveness laws of the Registration Statement is in effectProvince of British Columbia, and no proceedings for such purpose are pending before or, to each of the Corporation’s knowledge, threatened by subsidiaries is a valid and subsisting corporation organized and in good standing under the Commission; the Final Receipt laws of its respective jurisdiction of organization. (b) This Agreement has been obtained from or will be at the Canadian Securities Commissions and no order or Closing duly authorized by all necessary corporate action that would have on the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge part of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on has full corporate power and authority to undertake the part of any Canadian Securities Commission for additional information has been complied withPrivate Placement and to issue, sell and deliver the Purchased Securities. (ic) This Agreement has been duly executed and delivered by the Corporation and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against the Corporation in accordance with the terms hereof, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. (d) The Registration Statement did Corporation and each of its subsidiaries is 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, except for those jurisdictions where the failure to be so registered and licensed would not containhave a material adverse effect on the business, as prospects, properties or operations of the Applicable TimeCorporation and its subsidiaries, taken as a whole. (e) The Corporation has filed all required annual and as of the Closing Date will not containquarterly reports, any untrue statement of a financial statements, proxy statements/information circulars, press releases, material fact or omit to state a material fact change reports and other documents required to be stated therein filed by or necessary on behalf of the Corporation within the past 12 months (collectively, the “Public Filings”) with The Toronto Stock Exchange (the “TSX”) and the NYSE American LLC (together with the TSX, the “Exchanges”) and any regulatory authority in the United States and such other jurisdictions in which the Corporation is required to make such filings, including, without limitation, the statements therein not misleadingsecurities regulator in the Provinces of British Columbia, Alberta and Ontario (iithe “Canadian Securities Regulators”) and the U.S. Securities and Exchange Commission (the “SEC” and, together with the Canadian Prospectus and any amendment or supplement thereto willSecurities Regulators, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, “Commissions”). All of the Public Filings were true and plain disclosure of correct in all material facts relating to respects as at the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below)respective dates of such filings, and will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian at the respective dates of such filings. There is not presently any material change, as defined in the Securities Laws (as defined below), relating to the Corporation or change in any material fact, as defined in the Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements or any of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation Purchased Securities, which has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission not been fully disclosed in accordance with the requirements of the Securities Act Laws and the applicable rules and regulations policies of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinExchanges. (f) The Corporation’s outstanding common shares are listed on Except as set forth in the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon Public Filings, neither the Corporation complying with the usual conditions imposed nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will generally accepted accounting principles to be listed and posted for trading set forth on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution a consolidated balance sheet of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Corporation or its subsidiaries. (g) Except as disclosed in the Public Filings filed and publicly available prior to the date of this Agreement (the “SubsidiariesFiled Documents”), and except as expressly contemplated by this Agreement, since the date of the most recent audited financial statements included in the Filed Documents, the Corporation conducted its business only in the ordinary course, and there has not been (i) any material change in the Corporation, (ii) any declaration setting aside or payment of any dividend or other distribution (whether in cash stock or property) with respect to any of the Corporation’s capital stock, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (x) any granting by the Corporation or any of its subsidiaries to any officer of the Corporation or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with prior practice or as was required under applicable Canadian Securities Laws and U.S. Securities Laws employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Documents, (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)y) between any granting by the Corporation and such auditors or any former auditors of its subsidiaries to any officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Documents, or (z) any entry by the Corporation or any of its subsidiaries into any employment, severance or termination agreement with any officer, (v) any damage, destruction or loss, whether or not covered by insurance, that has or is likely to have a material adverse effect on the Corporation or its subsidiaries, or (vi) any change in accounting methods, principles or practices by the Corporation or its subsidiaries materially affecting their respective assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles. (h) Except as qualified by the disclosure in the Public Filings, 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 Public Filings as being beneficially owned by the Corporation. The responsibilities Corporation and composition each of its subsidiaries is conducting its business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on. (i) Subject to the representations, warranties and certifications of the Purchaser herein contained being accurate and truthful in all material respects and the Purchaser fulfilling all of its covenants and obligations herein contained, the Corporation has complied and will comply fully with (i) all applicable statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any governmental entity applicable to its business or operations and (ii) the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of, each of the Commissions, state securities laws and the Securities Act (collectively, the “Securities Laws”) and the Business Corporations Act (British Columbia) in relation to the Private Placement. (j) The issue and sale of the Purchased Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s audit committee comply constituent documents or any material agreement or instrument to which the Corporation is a party or by which it is bound. (k) The authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, of which, immediately prior to the Closing, 195,885,531 Common Shares are issued and outstanding. Except for as provided in the Public Filings, 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 any other security convertible into or exchangeable for any such shares, or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital. (l) The Purchased Securities, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be validly issued and outstanding, fully-paid and non-assessable. (m) No person, firm or corporation has, or will have, as a result of any action taken by the Corporation or any of its representatives, in the context of the transaction specifically contemplated by this Agreement, any rights, interest or valid claim against or upon the Corporation or the Purchaser for any commission, fee or other compensation as a finder or broker or in any similar capacity. (n) No approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under the Securities Laws and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements rules of the NYSEExchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the periods prescribed thereunder. (o) The Corporation has not relied upon the Purchaser for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal investment advisers, legal counsel and tax advisers. (p) The Corporation acknowledges (i) that the Purchaser has not been asked by the Corporation to agree, nor has the Purchaser agreed with the Corporation, to desist from purchasing or selling, long and/or short, securities of the Corporation, or “derivative” securities based on securities issued by the Corporation or to hold the Purchased Securities for any specified term, and (ii) that the Purchaser, and counter parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Shares which were established prior to the Purchaser’s knowledge of the transactions contemplated by this Agreement. The Corporation further understands and acknowledges that following the public disclosure of the transactions contemplated by this Agreement, the Purchaser may engage in hedging and/or trading activities at various times during the period that the Purchased Securities are outstanding, and that such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Corporation both at and after the time the hedging and/or trading activities are being conducted. (q) The Corporation has not disclosed to the Purchaser or any of its officers, directors, employees, affiliates, representatives or agents any material information, which has not been generally disclosed, regarding the Corporation or its subsidiaries or affiliates in connection with the transactions contemplated by this Agreement. (r) No “U.S. Securities Lawsbad actor” means disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Corporation or, to the Corporation’s knowledge, any person having a relationship with the Corporation listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. (s) Neither the Corporation nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened. (t) There are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions. (u) To the Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters, and no proceedings for such purpose are pending or threatened. (v) The Common Shares (i) do not constitute a U.S. Real Property Interest for purposes of the United States Internal Revenue Code of 1986, as amended, and (ii) are not, and are not deemed to be, “taxable Canadian property” for purposes of the Income Tax Act (Canada). (w) None of the Corporation, its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Corporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the Exchange Actregulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and to the knowledge of the Corporation no such action has been taken by any of its agents, representatives or other persons acting on behalf of the Corporation or any of its subsidiaries. (x) Neither the Corporation nor any of its subsidiaries has, and, to the Corporation’s knowledge, no person acting on their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Common Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Common Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Corporation. (y) Other than its shares of its subsidiaries, the Corporation does not own and does not have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in any person or entity, and neither the Corporation nor any of its subsidiaries is a party to any agreement to acquire or lease any other business operations. (z) The Corporation has filed in a timely manner all necessary tax returns and notices and has paid all applicable state securities laws.taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged by the Canada Revenue Agency, the Internal Revenue Service or any other taxation authority to be due. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Corporation or the payment of any material tax, governmental charge, penalty, interest or fine against the Corporation. The Corporation has no liability for taxes except those arising in the ordinary course of its business. There are no material actions, suits, proceedings, audits, investigations or claims in progress, now threatened or pending against the Corporation which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Corporation has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving author

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters and acknowledges that each of the Underwriters is are relying upon such representations and warranties in connection with its execution and delivery of entering into this Agreement Agreement, that: (a1) The Registration Statement has become effective; Corporation is duly incorporated, validly existing and in good standing under the corporate laws of its jurisdiction of incorporation and no stop order suspending proceedings have been instituted or, to the effectiveness knowledge of the Registration Statement Corporation, are pending for the dissolution or liquidation or winding-up of the Corporation. (2) All of the shares of the Subsidiaries are 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 Subsidiary, the Corporation has no material subsidiaries. (4) The Subsidiaries are the only subsidiaries of the Corporation and each of the Subsidiaries is duly incorporated, validly existing and in effectgood standing under the laws of their jurisdiction of incorporation and no proceedings have been instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation or winding-up of the Subsidiaries. (5) As at the date hereof, the Issuer 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. (6) The Common Shares have been registered pursuant to Section 12(b) of the Exchange Act. The Common Shares are listed for trading on the TSX and NYSE and the Corporation is not in default of any of the listing requirements of the TSX and NYSE applicable to the Corporation. (7) None of the Qualifying Authorities, the SEC, 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 purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose purposes have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied withthreatened. (i) 8) The Registration Statement did not contain, authorized capital of the Corporation consists of an unlimited number of Common Shares without par value of which 52,139,626 Common Shares were issued and outstanding as of the Applicable Timeclose of business on April 21, and as 2016. All of the Closing Date will not containissued and outstanding Common Shares are fully paid and non-assessable and have been duly and validly authorized and issued, any untrue statement of a material fact in compliance with applicable laws. (9) All documents previously published or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to filed by the Corporation with, or furnished by the Corporation to, the Qualifying Authorities and the Shares and SEC (the Warrants as required by Canadian Securities Laws (as defined below), and will “Continuous Disclosure Materials”) do not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or that is necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and will not contain any untrue statement date 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 Continuous Disclosure Materials and were made, not misleading as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission prepared in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Applicable Securities Act Laws and the applicable rules and regulations Corporation is not in default of the Commission thereunder. Except for the free writing prospectusesits filings under, if anynor has it failed to file, identified in Schedule II publish or III heretofurnish any document required to be filed, and electronic road shows, if any, each published or furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Applicable Securities ActLaws. (e10) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference Other than as disclosed in the Canadian Preliminary Prospectus Prospectuses and the Final Prospectuses, no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of, any of the unissued shares of the Corporation or the Canadian ProspectusSubsidiaries, when such documents were or are filed with other securities convertible, exchangeable or exercisable for shares of the Canadian Securities Commissions, conformed Corporation or will conform when so filed in the Subsidiaries and all material respects with Canadian Securities Laws, securities of the Corporation have been duly and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements thereinvalidly authorized and issued, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects compliance with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinlaws. (f11) The Corporation’s outstanding common shares are listed Each of the Corporation and the Subsidiaries has the requisite corporate power and capacity to own the assets owned by it and to carry on the Toronto Stock Exchange (business carried on by it, and each of the “TSX”) Corporation and the New York Stock Exchange (Subsidiaries holds all material licenses and permits that are required for carrying on its business in the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading manner in which such business has been carried on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance duly qualified to carry on business in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEjurisdictions in which it carries on business. (g12) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to Each of the Corporation and the Subsidiaries has good title to its consolidated subsidiaries respective material assets, free and clear of all material liens, charges and encumbrances of any kind whatsoever other than the royalties set forth in Schedule “C” hereto and encumbrances registered as security for such royalty obligations. (13) All material property, options, 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 “SubsidiariesProperty Rights”) are 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, except as required under applicable Canadian Securities Laws disclosed in the Preliminary Prospectuses and U.S. Securities Laws the Final Prospectuses. (as defined below). There has never been a “reportable event” 14) No material property rights, easements, rights of way, access rights (within including but not limited to any mineral, geothermal and water rights) other than the meaning Property Rights are necessary for the conduct of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the business of the Corporation and the Subsidiaries as currently being conducted, and there are no material restrictions on the ability of the Corporation or the Subsidiaries to use or otherwise exploit any such auditors Property Rights, and there is no claim, or any former auditors to the knowledge of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates basis for a claim that may adversely affect such rights in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsany respects.

Representations and Warranties of the Corporation. The Corporation represents and warrants to Canaccord Genuity, the U.S. Affiliate and agrees with each of to the Underwriters Purchasers (such representations and warranties having been incorporated by reference in the Subscription Agreements), and acknowledges that each of the Underwriters them is relying upon such representations and warranties warranties, that: 4.1.1 each of the Corporation and the Subsidiaries is validly subsisting under the laws of its governing jurisdiction, and has all requisite corporate power and authority to own, lease and operate its properties and assets and conduct its business as currently conducted and as currently proposed to be conducted; 4.1.2 the Corporation has all requisite corporate power and authority to enter into this Agreement, the Subscription Agreements and the Acquisition Agreement and carry out its obligations hereunder and thereunder and to authorize and issue the Offered Preferred Shares and, upon conversion of the Offered Preferred Shares, the Underlying Shares as fully paid and non-assessable Common Shares in the capital of the Corporation; 4.1.3 each of the Corporation and the Subsidiaries is current with all material filings required to be made under the laws of the 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 a 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 other approvals would not have a Material Adverse Effect; 4.1.4 the authorized capital of the Corporation consists of an unlimited number of Common Shares and 1,139,356 Preferred Shares of which, as of the close of business on July 31, 2014, 95,341,306 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation, 32,000,000 additional Common Shares are issuable upon the occurrence of the Release Event (as defined in the Subscription Receipt Underwriting Agreement) and the exchange of the Subscription Receipts, 2,984,025 additional Common Shares are issuable to GSO upon the completion of the Common Equity Capital Raise in connection with the Proposed Acquisition and 1,139,356 Preferred Shares in the aggregate are to be issued upon completion of the Offering in connection with the Proposed Acquisition (including those to be issued pursuant to the Offering); 4.1.5 except as set forth in Schedule B attached hereto, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any securities of the Corporation from or by the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any Common Shares, are outstanding; 4.1.6 no agreement is in force or effect which in any manner affects the voting or Control of any of the securities of the Corporation; 4.1.7 the Corporation has no material subsidiaries other than the Material Subsidiaries; 4.1.8 except as described in Schedule E and except for (i) 1,900,000 common shares of The Intertain Group Ltd. (“Intertain”); (ii) $3,850,000 aggregate principal amount of 5.0% unsecured subordinate convertible debentures of Intertain maturing on December 31, 2018, which are convertible at the option of the holder into common shares of Intertain at a price of $6.00 per common share; and (iii) 353,000 Intertain common share purchase warrants, with each whole warrant being exercisable by the holder for one Intertain common share at an exercise price of $5.00 per share until December 31, 2015, 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 its Subsidiaries and the Corporation beneficially owns, directly or indirectly all of the issued and outstanding shares in the capital 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; 4.1.9 neither the Corporation nor any of the Subsidiaries is: (a) in breach or violation of any 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 aggregate, have a Material Adverse Effect; or (b) in violation of the provisions of its articles, by-laws or resolutions 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; 4.1.10 the execution and delivery of this Agreement, the Subscription Agreements and the Acquisition Agreement that: (a) The Registration Statement has become effective; no stop order suspending and the effectiveness performance of the Registration Statement is in effecttransactions contemplated hereunder and thereunder, the Offering and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution issuance of the Offered Units has been issued Preferred Shares and the Underlying Shares does not and will not conflict with or taken 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), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement (written or oral) or instrument to which the Corporation or any of the Subsidiaries is a party or by which it is bound or to which any Canadian Securities Commission and no proceedings for that purpose of its property or assets is subject, other than any breach or violation the consequences thereof which would, alone or in the aggregate, not have a Material Adverse Effect, nor will such action conflict with or result in any violation of the provisions of the articles, by-laws or resolutions of the 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; 4.1.11 other than as will have been instituted or are pending or, obtained prior to the knowledge Closing Date and other than the approval of the shareholders of the Corporation required to be obtained at the Meeting, 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 Subscription Agreements or the Acquisition Agreement, or the consummation by the Corporation of the transactions contemplated herein or therein, or the issuance of the Offered Preferred Shares and the Underlying Shares; 4.1.12 the Offered Preferred Shares have been duly authorized and allotted for issuance and the Underlying Shares, when issued, will be validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on Preferred Shares will have the part of any Canadian Securities Commission for additional information has been complied with.attributes set out in this Agreement and the Subscription Agreements; (i) The Registration Statement did not contain, as of 4.1.13 the Applicable TimeSubscription Receipts have, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto Commitment Warrants will, when issued, have the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filedattributes set forth in the Subscription Receipt Underwriting Agreement, contain fullthe GSO Commitment, true and plain disclosure the BlackRock Commitment, as applicable; 4.1.14 the definitive form of all material facts relating to certificate, if any, representing the Offered Preferred Shares does not conflict with the constating documents of the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will not contain any untrue statement definitive form of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporationcertificate, if applicableany, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make representing the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms Underlying Shares complies in all material respects with the requirements of the Securities Act TSX and does not conflict with the constating documents of the Corporation or the laws of Québec; 4.1.15 the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of 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 other than in connection with the purchases of Common Shares made in accordance with the Corporation’s normal course issuer bid; 4.1.16 the Corporation has not completed any “significant acquisition” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) since December 31, 2013 and, other than the Proposed Acquisition, the Corporation is not contemplating any such “significant acquisition”; 4.1.17 there is not, in the constating documents of the Corporation or in any Material 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 or the payment of dividends by a Subsidiary to its parent or the Corporation to the holders of its Common Shares, other than pursuant to the terms of: (i) the Cadillac ▇▇▇▇ Credit Agreements, (ii) the supplemental debenture indenture dated February 7, 2013 between the Corporation and Computershare Trust Company of Canada; (iii) the subordinated debt agreement with Capital Régional et Coopératif Desjardins referenced in Schedule B hereto; (iv) the Preferred Shares; (v) the GSO Commitment; (vi) the Blackstone Commitment, and (vii) the Credit Facilities Documents; 4.1.18 the Corporation is not aware, based on its due diligence to date of the Target, including financial due diligence, of any fact or circumstance which would be likely to have a Material Adverse Effect following completion of the Proposed Acquisition; 4.1.19 the Acquisition Agreement as provided to Canaccord Genuity is complete, true and accurate and has not been amended, terminated or rescinded; 4.1.20 the GSO Commitment, the BlackRock Commitment and the rules Subscription Receipt Underwriting Agreement as provided to Canaccord Genuity are complete, true and regulations accurate and have not been amended, terminated or rescinded; 4.1.21 the Credit Facilities Documents as provided to Canaccord Genuity are complete, true and accurate and have not been amended, terminated or rescinded; 4.1.22 as of the Commission under Closing Time, the Securities Act. (c) The Corporation has complied with all applicable securities laws in each representations and warranties of the Canadian Qualifying Jurisdictions, including Corporation in the respective rules Acquisition Agreement shall be true and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders correct except as would not have a Material Adverse Effect; 4.1.23 as of the Canadian Securities Commissions and all discretionary rulings and orders applicable date hereof, to the Best of the Corporation’s Knowledge, the representations and warranties of the sellers and the Target contained in the Acquisition Agreement are true and correct except as would not have a Material Adverse Effect; 4.1.24 the Corporation is not aware of any facts or circumstances that would cause it to believe that (i) the Proposed Acquisition will not be completed before the Release Deadline; or (ii) the Acquisition Agreement, the GSO Commitment, the BlackRock Commitment, the Subscription Receipt Underwriting Agreement or the Credit Facilities Documents will be terminated; 4.1.25 there are no legal or 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 Offered Preferred Shares or the Underlying Shares 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 or the Acquisition Agreement; 4.1.26 all necessary corporate action has been taken by the Corporation to authorize the execution, delivery and performance of this Agreement, the Subscription Agreements and the certificates, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of representing the Offered Units, the Preferred Shares and the Warrants Underlying Shares; 4.1.27 none of the Corporation, the Subsidiaries nor any other party to any agreement or instrument is in material default in the public 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; 4.1.28 this Agreement, the Subscription Agreements and the Acquisition Agreement 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 contemplated hereby in 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; 4.1.29 each of the Canadian Qualifying Jurisdictions except for Corporation and the filing 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 any of the Canadian Supplement.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; (d) Any free writing prospectus that 4.1.30 the Corporation is required to file pursuant to Rule 433(d) under a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Act has been, or will be, filed with the Commission in accordance with the requirements Regulators of each of the Securities Act Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec and in particular, without limiting the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first useforegoing, the Corporation has not preparedat all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, used or referred tono such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The there is no material change relating to the Corporation meets which has occurred and with respect to which the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be requisite material change report has not been filed with the Canadian a Securities Commissions and incorporated by reference Regulator in the Canadian Preliminary Prospectus Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario or Québec, except material change reports with respect to the Canadian ProspectusOffering and Proposed Acquisition and financing thereof; 4.1.31 all forward-looking information and statements of the Corporation contained in the Corporation’s Information Record, when including any forecasts and estimates, expressions of opinion, intention and expectation have been based on assumptions that are reasonable in the circumstances, and the Corporation has updated such forward-looking information and statements as required by and in compliance with Applicable Securities Laws; 4.1.32 the documents were or are filed with forming the Canadian Securities Commissions, conformed or will conform when so filed Corporation’s Information Record complied in all material respects with Canadian Securities Laws, Laws at the time they were filed and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make and the statements set forth therein, were true and correct in all material respects and contained no misrepresentations at the light of the circumstances under which time they were made, not misleading; each document, if any, filed or to be filed pursuant to filed; 4.1.33 the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed Circular complies in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within at the meaning date of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.its filing i

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agent, and agrees with each of the Underwriters and hereby acknowledges that each of the Underwriters Agent is relying upon on such representations and warranties in connection with its execution and delivery of entering into this Agreement Agreement, that: 2.1 The Preliminary Prospectus has been filed with the appropriate securities commission or similar regulatory authority in the Qualifying Jurisdictions and the Prospectus dated March 26, 2004 (athe “Prospectus”) The Registration Statement has become effective; no stop will be filed with the appropriate securities commission or similar regulatory authority in each of the Qualifying Jurisdictions as hereinafter provided. 2.2 No order preventing or suspending the effectiveness use of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units Preliminary Prospectus has been issued by a securities commission or taken by similar regulatory authority in any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CorporationQualifying Jurisdictions. The Preliminary Prospectus and the Prospectus, are contemplated by any Canadian Securities Commission; and any request made to at the Corporation on the part time of any Canadian Securities Commission for additional information has been complied with. filing thereof, (i) The Registration Statement did not contain, as conformed in all material respects to the requirements of the Applicable Time, and as of the Closing Date will 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 misleadingSecurities Laws, (ii) the Canadian Prospectus and any amendment or supplement thereto willdid not contain a misrepresentation, when the Canadian Supplement (or any applicable amendment and/or supplement theretoiii) is filed, contain constituted full, true and plain disclosure of all material facts relating to the Corporation and to the Shares and the Warrants as required by Canadian Securities Laws (as defined below)Underlying Securities, and will (iv) 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, therein not misleading in light of the circumstances in which they were made, . This representation and warranty shall not misleading, (iii) apply to any statement or information relating solely to the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Agent. 2.3 The Prospectus, any amendment to the Canadian Prospectus and any amendment or supplement thereto comply other document required to be filed in order to qualify the Underlying Securities for distribution in the Qualifying Jurisdictions (collectively, the “Supplementary Material”) do and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectuswill, as of the Applicable Time did applicable filing date, conform to the requirements of the Securities Laws in all material respects. The Prospectus and any Supplementary Material, do not, as of the date hereof does notand, and at the time lime of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicablefiling thereof, will not, contain any untrue statement a misrepresentation, do and will constitute full, true and plain disclosure of a all material fact or facts relating to the Corporation and to the Units, and do not, and, will not, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under in which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this . This representation and warranty shall not apply to any statement or information relating solely to the Agent. 2.4 The Corporation has not sustained, since December 31,2002, being the date of the latest audited financial statements or omissions contained of ViRexx Research Inc., a predecessor of the Corporation, included in the Canadian Preliminary Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labour dispute or court or governmental action, order or decree. Since the dates as of which information is given in the Prospectus, the Canadian ProspectusCorporation has carried on its business in the ordinary course, there has not been any change in the Time share capital of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation other than as described in writing by such Underwriter expressly for use thereinthe Prospectus under the heading “Prior Sales of Shares”. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. 2.5 The Corporation has taken no action designed tonot incurred any liabilities or obligations (absolute, accrued, contingent or otherwise) or entered into any transactions not in the ordinary course of business that are material to the Corporation; there has not been any material adverse change, or likely any development involving a prospective material adverse change including prospective material adverse changes or, to have the effect of, delisting best of the Corporation’s common shares from knowledge, threatened claims or contingent liabilities), in or affecting the TSX general affairs, management, financial position, shareholders’ equity or results of operations of the Corporation, otherwise than as set forth or contemplated in the Prospectus; and the Corporation is not aware of any legislation, regulations or probable legislative or regulatory changes which would materially adversely affect the business, prospects or operations of the Corporation or the NYSEfinancial position, nor has shareholders’ equity or results of operations of the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. Corporation. 2.6 The Corporation is subject toa corporation duly amalgamated, organized and validly existing under the laws of Alberta, is duly qualified to carry on its business and is in full good standing in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and has all requisite corporate power and authority to carry on its business, to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement and the other Documents; 2.7 Each of the Corporation and, to the knowledge of the Corporation, its Predecessors has conducted and is conducting its business in compliance in all material respects with the policiesall applicable laws, rules and regulations of each jurisdiction in which its business is carried on and holds all necessary licenses, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or otherwise) (the TSX “Licenses”) to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the policies, rules Licenses are validly existing and regulations in good standing and none of the NYSELicenses contains any term, provision, condition or limitation which has or may have a materially adverse effect on the operation of the business of the Corporation as proposed to be carried on; 2.8 No person, firm or corporation has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of any of the unissued shares or other securities of the Corporation, except as disclosed in the Prospectus; 2.9 The Corporation has no ownership interest in any other corporation or entity other than in ViRexx, Inc., a wholly-owned subsidiary incorporated under the laws of the State of Delaware; 2.10 The Corporation has good and marketable title to its assets, free and clear of any mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, except as disclosed in the Prospectus or such as have arisen in the ordinary course of business; and no person, firm or corporation has any agreement, option, right or privilege (whether preemptive, contractual or otherwise) capable of becoming an agreement for the purchase or acquisition of any such assets except as disclosed in the Prospectus or such as have arisen in the ordinary course of business. In addition, the Capital West Documents grants security interests in the T-ACT technology of the Corporation and such agreements impose upon the Corporation, certain restrictions on the disposition of such technology; 2.11 The Corporation has obtained all necessary licenses relating to Intellectual Property and has obtained or made application for and will continue to make and prosecute any such application for Intellectual Property of the Corporation necessary to conduct its business in the manner that it is currently being conducted and anticipates being conducted in the future. All rights to the Intellectual Property are held in the name of the Corporation or of its Predecessors. For greater certainty, any rights in the name of the Corporation to such of the Intellectual Property as consists of licenses, is as licensee only. To the knowledge of the Corporation, none of its property, including the Intellectual Property infringes upon the right of any other person in any material respect or, to the knowledge of the Corporation, is so infringed upon by any person or its property. The Corporation and each of its Predecessors has not received any notice of any claim of any other person relating to its property, including the Intellectual Property, or any process or confidential information and does not know of any basis for any such charge or claim, except for a default notice given to the Corporation by Capital West Securities Ltd. pursuant to the Capital West Documents. There is no other material intellectual property or intangible property rights required for the Corporation to conduct its business consistent with past practices and no approval or consent of any person is needed so that the interest of the Corporation in its property, including the Intellectual Property, shall continue to be in full force and effect and enforceable against the Corporation following the completion of the amalgamation of the Predecessors to form the Corporation; 2.12 The Corporation is not aware of any legislation which it anticipates may materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation; 2.13 Except as disclosed in the Prospectus and other than, in respect of ViRexx Research Inc., an action threatened by Capital West Securities Ltd pursuant to rights claimed under the Capital West Documents and an action threatened by Dr. Raja, a recently dismissed employee of ViRexx Research Inc. prior to the amalgamation, for an amount of twenty-six thousand dollars ($26,000), there is no action, proceeding or investigation (whether or not purportedly on behalf of the Corporation) pending or, to the knowledge of the Corporation and its directors and officers, threatened, against or affecting the Corporation or any of its Predecessors, 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 could in any way materially adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation considered as a whole or which questions the validity of any action taken or to be taken by the Corporation pursuant to or in connection with the Offering or any of the Documents; 2.14 The Corporation is in compliance with all covenants under, and no default on the part of the Corporation exists under, any indenture, agreement or instrument to which the Corporation is bound, except to the extent that all instances of such non-compliance therewith or default thereunder would not in the aggregate have a material adverse effect on the Corporation considered as a whole. Notwithstanding the foregoing, Capital West Securities Ltd. has alleged an existing default by the Corporation of the terms of the Capital West Documents and has further alleged that the consummation of the amalgamation of the Predecessors would result in a further default by ViRexx Research Inc. under the Capital West Documents. 2.15 The audited annual and the unaudited interim financial statements of ViRexx Research Inc. contained in the Prospectus, including the notes thereto, were prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby and, subject to annual year end adjustments in the case of the unaudited interim financial statements, accurately and fairly present the revenues, expenses, profits or losses, assets, liabilities (g) KPMG LLPcontingent or otherwise), shareholders equity, cash flows, results of operations, financial condition and position and changes in financial condition and position of these corporations as at the Corporation’s auditorsdates thereof and for the periods covered thereby; 2.16 Each of the Corporation and its Predecessors has duly and on a timely basis filed all tax returns required to be filed by it and has paid all taxes, assessments, re-assessments and all governmental charges, penalties, interest and other fines related thereto due and payable by it, and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are independent public accountants 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 any of the Subsidiaries, and 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; 2.17 Each of the Documents has been, duly authorized, executed and delivered by the Corporation; each of the Documents constitutes, and upon certification of the Series B Warrants by the Warrant Agent under the Warrant Indenture, as the case may be, each of the Series B Warrants and the Agent’s Warrants will constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its consolidated subsidiaries (terms, subject to bankruptcy, insolvency and other laws of general application affecting the “Subsidiaries”) as required under enforcement of rights of creditors generally, and subject to the qualifications that the availability of equitable remedies is in the discretion of a court of competent jurisdiction and that rights to indemnity, contribution and waiver may be limited by applicable Canadian Securities Laws laws; 2.18 The execution and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within delivery of each of the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between Documents by the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition fulfillment of the Corporation’s audit committee comply withobligations thereunder, and the audit committee operates completion of the Offering, do not and will not, after notice or lapse of time or both, result in accordance witha breach of, National Instrument 52or conflict with or constitute a default under: (i) the articles or by-110 – Audit Committees laws of the Corporation; (ii) any of the terms, conditions or provisions of any indenture, agreement or instrument to which the Corporation is a party or by which the Corporation is bound other than the agreements with Capital West Securities Ltd.; or (iii) any laws of Canada or of any of the provinces of Canada or any judgment, order or decree of any governmental authority or court having jurisdiction over the Corporation; 2.19 All necessary corporate action has been taken the Corporation so as to validly issue, sell and deliver the Units, the Agent’s Warrants and the applicable requirements Corporate Finance Fee Shares to the Agent at any Time of Delivery, to validly issue and deliver the Series B Warrant Shares on exercise of the NYSE. “U.S. Securities Laws” means Series B Warrants; to validly issue and deliver the Agent’s Shares on due exercise of the Agent’s Warrants and upon due exercise of the Series B Warrants and of the Agent’s Warrants, Common Shares issuable thereunder will be validly issued and outstanding as hilly paid and non-assessable shares; 2.20 The distribution of the Units, as well as of the Agent’s Warrants and the Corporate Finance Fee Shares to the Agent, the distribution of the Agent’s Shares on due exercise of the Agent’s Warrants, and the distribution of the Series B Warrant Shares on due exercise of the Series B Warrants in the Qualifying Jurisdictions will be exempt from any other registrations and prospectus requirements other than the Prospectus under the Securities Act Laws of the Qualifying Jurisdictions, and no other prospectus or other document will be required to be ii led, no proceeding taken and no approval, permit, consent or authorization obtained under the Securities Laws of any of the Qualifying Jurisdictions to permit any such distribution, except for the filing by the Corporation, within the prescribed time periods for doing so, of the Prospectus and any required reports of such distributions and the payment by the Corporation of applicable fees related thereto; 2.21 Prior to the amalgamation to form the Corporation, Norac Industries Inc. was a reporting issuer not in default of any of the requirements under the Securities Laws of the jurisdictions in which it was a reporting issuer, 2.22 The Transfer Agent has been duly appointed the registrar and transfer agent for the Common Shares at its transfer office in the City of Edmonton and the City of Calgary, 2.23 Notice of the Offering has been accepted by the Exchange Actor will prior to the First Time of Delivery have been accepted by the Exchange; 2.24 The Exchange will have approved the listing of the Common Shares by the First Time of Delivery, 2.25 The forms of the certificates representing the Common Shares, the Series B Warrants and applicable state the Agent’s Warrants have been duly approved by the Corporation aid comply with the provisions of the laws of its jurisdiction of incorporation and the regulations of the Exchange; 2.26 The attributes of the securities laws.forming part of the Offering conform

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants certifies to and agrees with each the Subscriber and, if applicable, the Disclosed Purchaser that, as of the Underwriters date given above and acknowledges that each of at the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement thatClosing: (a) The Registration Statement has become effective; no stop order suspending the effectiveness Corporation is a valid and subsisting company incorporated and in good standing under the laws of the Registration Statement Province of British Columbia; (b) the Corporation and each of its subsidiaries is duly registered and licensed to carry on business in effecteach jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) all annual and quarterly reports, financial statements, proxy statements/information circulars, press releases, material change reports and no proceedings for other documents filed by or on behalf of the Corporation within the past 12 months with the Exchanges and any of the Commissions (the “Disclosure Record”) 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 purpose are pending before orfilings; (d) 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 as being beneficially owned by the Corporation; (e) the financial statements of the Corporation contained in the Disclosure Record have all been prepared in accordance with United States generally accepted accounting principles, accurately and fairly reflect the financial position, performance, cash flows and all liabilities (accrued, absolute, contingent or otherwise) of the Corporation and its subsidiaries in all material respects as of the dates thereof; (f) subject to the Corporation’s knowledgerepresentations, threatened by warranties and certifications of the Commission; Subscriber herein contained being accurate and truthful in all material respects and the Final Receipt Subscriber fulfilling all of its covenants and obligations herein contained, the Corporation has been obtained from complied and will comply fully with the Canadian requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Commissions Laws and no order or action that would have the effect Business Corporations Act (British Columbia) in relation to the issue and trading of suspending its securities and in all matters relating to the distribution private placement of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.Securities; (ig) The Registration Statement did there is not containpresently any material change, as of defined in the Applicable TimeSecurities Laws, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (or change in any material fact, as defined below), and will 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 in the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation Purchased Securities, which has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission not been fully disclosed in accordance with the requirements of the Securities Act Laws and the applicable rules and regulations policies of the Commission thereunder. Each free writing prospectus that Exchanges; (h) the issue and sale of the Offered Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s constating documents or any agreement or instrument to which the Corporation is a party or by which it is bound; (i) the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (j) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (k) this Agreement has been or will be at the Closing Date duly authorized by all necessary corporate action on the part of the Corporation, and the Corporation has filedfull corporate power and authority to undertake the Offering and to issue, or sell and deliver the Purchased Securities; (l) to the Corporation’s knowledge, after due enquiry, it is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf not in material default of or used or referred to by the Corporation complies or will comply in all material respects with any of the requirements of the Securities Act and the applicable rules and regulations Laws or any of the Commission thereunder. Except administrative policies or notices of the Exchanges; (m) to the Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters; (n) except for as provided in the Disclosure Record, 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 free writing prospectusesissue or allotment of any unissued shares in the capital of the Corporation, if anyor any other security convertible into or exchangeable for any such shares, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, require the Corporation has not preparedto purchase, used redeem or referred to, otherwise acquire any of the issued and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets outstanding shares in its capital; (o) each of the general eligibility requirements for use of Form F-10 Corporation’s subsidiaries is a valid and subsisting corporation organized and in good standing under the Securities Act.laws of their respective jurisdictions of organization; (ep) Each document filed or to be filed with the Canadian Securities Commissions Corporation and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed each of its subsidiaries is in all material respects conducting its business in material compliance with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policieslaws, rules and regulations of each jurisdiction in which its business is carried on; (q) the TSX and the policies, rules and regulations authorized capital of the NYSE.Corporation consists of 500,000,000 Common Shares, of which, immediately prior to the Closing Date, 116,353,638 Common Shares are issued and outstanding; (gr) KPMG LLPas of the Closing, the Corporation’s auditorsPurchased Securities will be validly issued and outstanding; (s) no approval, are independent public accountants with respect authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its consolidated subsidiaries (the “Subsidiaries”) as obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under applicable Canadian the Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (the rules of the Exchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the meaning of National Instrument 51-102 Continuous Disclosure Obligations periods prescribed thereunder; (“NI 51-102”)t) between the Corporation and such auditors or any former auditors none of the Corporation. The responsibilities and composition , its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Corporation’s audit committee comply withCorporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction, and to the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements knowledge of the NYSE. “U.S. Securities Laws” means Corporation no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Securities Act Corporation or any of its subsidiaries; and (u) the representations, warranties, covenants and certifications in this section 7 will be true and correct both as of the Exchange Act, execution of this Agreement and applicable state securities lawsas of the Closing Date.

Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to to, and agrees covenants with each of the Underwriters Subscriber as follows, and acknowledges that each of the Underwriters Subscriber is relying upon on such representations and warranties in connection with the transactions contemplated herein: (a) the Corporation is a corporation duly continued under the laws of British Columbia and is validly existing thereunder with full corporate power to own its properties and carry on its business as now being conducted; (b) the Corporation has full power and authority to enter into this Subscription Agreement and perform the same and do all other acts which may be necessary to carry out its obligations under this Subscription Agreement; (c) at the applicable Closing Date, all necessary corporate action will have been taken by the Corporation to validly issue the Subscription Receipts as fully paid and non-assessable securities of the Corporation; (d) at Closing, the Subscription Receipts to be issued to the Subscriber under this Subscription Agreement will have been validly authorized and, upon receiving full payment for the Subscription Receipts in accordance with their terms, such securities will be validly issued as fully paid and non-assessable receipts; (e) the Corporation has, or will at Closing, reserve such number of common shares necessary in order to validly issue the Underlying Shares on exchange of the Subscription Receipts issued to the Subscriber under the Subscription Agreement, and such Underlying Shares, when issued in accordance with the terms of the Subscription Receipt Agreement, will be validly issued as fully paid and non-assessable Underlying Shares; (f) the authorization, execution and delivery of this Agreement that: (a) The Registration Statement has become effective; no stop order suspending Subscription Agreement, the effectiveness performance by the Corporation of its obligations thereunder, the issue and sale of the Registration Statement is Subscription Receipts do not and will not conflict with or result in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect a breach of suspending the distribution any of the Offered Units has been issued terms, conditions or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge provisions of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement ('s constating documents or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating agreement or instrument to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingparty; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE.and (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to this Subscription Agreement has been duly executed and delivered by the Corporation and is a valid agreement enforceable in accordance with its consolidated subsidiaries (terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the “Subsidiaries”) rights of creditors generally and except as required under applicable Canadian Securities Laws limited by the application of equitable principles when equitable remedies are sought, and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within by the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation fact that rights to indemnity, contribution and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply withwaiver, and the audit committee operates in accordance withability to sever unenforceable terms, National Instrument 52-110 – Audit Committees and the may be limited by applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawslaw.

Representations and Warranties of the Corporation. The As of the date hereof, the Corporation represents and warrants to and agrees with each of the Underwriters and acknowledges Purchaser as follows, it being acknowledged that each of the Underwriters Purchaser is relying upon such representations and warranties as a condition to its entering into the present Agreement and its subscription for the Corporation Shares as contemplated herein: 6.1 Each of the Corporation and Les Productions Micomeq Inc. and 9055-5137 Quebec Inc. (the "Subsidiaries") is a corporation ▇▇▇▇ incorporated, organized, validly existing and in connection good standing under the laws of the jurisdiction of its incorporation. Each of the Corporation and the Subsidiaries has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. Each of the Corporation and the Subsidiaries is duly qualified, licensed or admitted to do business in, and is in good standing, and possesses all governmental franchises, licenses and permits in the jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the failure to be qualified, licensed or admitted and in good standing would not in the aggregate have a material adverse effect on the business or financial condition of the Corporation and the Subsidiaries. The Corporation has delivered to the Purchaser true and complete copies of the charter documents of the Corporation and the Subsidiaries as in effect on the date hereof. There has not been any claim by any jurisdiction to the effect that the Corporation and the Subsidiaries are required to qualify or otherwise be authorized to do business herein. 6.2 The authorized capital stock of the Corporation is described in Schedule 6.2. The Corporation has delivered to the Purchaser a list of the holders of all of the outstanding shares of the Corporation including the address of each holder and the number of shares held which list is set forth in Schedule 6.2 hereof. The outstanding shares of the Corporation are duly authorized, validly issued, and fully paid and nonassessable and no shares of the Corporation other than those listed on Schedule 6.2 hereof are outstanding on the date hereof. Except for this Agreement and as disclosed in Schedule 6.2, there are no outstanding options, warrants, rights, agreements, convertible or exchangeable securities or similar rights to acquire securities of the Corporation and the Subsidiaries or pursuant to which the Corporation or the Subsidiaries is or may become obliged to issue, sell, purchase, return or redeem any securities of the Corporation or the Subsidiaries, as the case may be. The delivery of a share certificate at the Closing representing the Corporation Shares will be given to the Purchaser good and valid title to the Corporation Shares, free and clear of all hypothecs, security interests, liens and any other charges or encumbrances of any sort ("Liens"). None of the shares in the capital of the Corporation and the Subsidiaries have been issued in violation of, and none of such charges are subject to, any pre-emptive or subscription right. The Corporation owns all the issued and outstanding securities of the each of the subsidiary free and clear of all Liens. 6.3 The execution, delivery and performance of this Agreement by the Corporation, and the consummation by the Corporation of the transactions contemplated hereby, including, without limitation, the issue of the Corporation Shares to the Purchaser pursuant to this Agreement, have been duly authorized by all necessary actions required on the part of the Corporation. This Agreement has been duly and validly 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. 6.4 The execution and delivery of this Agreement thatby the Corporation does not, and the performance by the Corporation of the Corporation's obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) The Registration Statement has become effective; no stop order suspending the effectiveness 6.4.1 conflict with or result in a violation or breach of any of the Registration Statement is terms, conditions or provisions of the charter documents of the Corporation and the Subsidiaries including without limitation, their articles and by-laws (all as amended); 6.4.2 subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in effect, and no proceedings for such purpose are pending before orSchedule 6.4, to the knowledge of the Corporation’s knowledge, threatened conflict with or result in a violation or breach of any material term or provision of any law or order applicable to the Corporation and the Subsidiaries or any of their assets and properties; nor 6.4.3 except as disclosed in Schedule 6.4, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Corporation or the Subsidiaries to obtain any consent, approval or action of, make any filing with or give any notice to any person as a result or under the terms of, (iv) result in or give to any person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Lien upon the Corporation or the Subsidiaries or any of their assets and properties under, any material agreement, lease, license, evidence of indebtedness, mortgage, indenture, security agreement, permit, certificate of authority, authorization, approval, registration, franchise, or other agreement to which the Corporation or the Subsidiaries is a party or by which any of their assets or properties is bound. 6.5 Except as disclosed in Schedule 6.5, no consent, approval or action of, filing with or notice to any governmental or regulatory authority on the Commission; part of the Final Receipt Corporation and the Subsidiaries is required, to the knowledge of the Corporation, in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. 6.6 Except as disclosed in Schedule 6.6, the minute books and other similar records of the Corporation and the Subsidiaries as made contain a true and complete record, in all material respects, of all action taken at all meetings and by all written resolutions in lieu of meetings of the shareholders, the board of directors and committees of the board of directors of the Corporation and the Subsidiaries in accordance with applicable law. The stock transfer ledgers and other similar records of the Corporation and the Subsidiaries accurately reflect all record transfers prior to the execution of this Agreement in the share capital stock of the Corporation. 6.7 The Corporation has been obtained from the Canadian Securities Commissions no subsidiaries other than Les Productions Micomeq inc. and 9055-5137 Quebec Inc. 6.8 Except as disclosed in Sched▇▇▇ ▇.▇, 6.8.1 there are no orders outstanding and no order actions or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CorporationCorporation (after having undertaken due inquiries, are contemplated by any Canadian Securities Commission; and any request made acting reasonably), threatened against, relating to or affecting the Corporation on and the part Subsidiaries or any of any Canadian Securities Commission for additional information has been complied with. their assets and properties which (i) The Registration Statement did not containcould reasonably be expected to result in the issuance of an order restraining, as enjoining or otherwise prohibiting or making illegal the consummation of any of the Applicable Time, and as transactions contemplated by this Agreement or to otherwise result in a material impairment of the Closing Date will not containbenefits contemplated by this Agreement to the Purchaser, 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating if determined adversely to the Corporation and the Shares and Subsidiaries, could reasonably be expected to result in any injunction or other equitable relief against the Warrants as required by Canadian Securities Laws SF Group that would interfere in any material respect with their business or operations or adversely affect the financial situation of the Corporation on a consolidated basis; and 6.8.2 there are no facts or circumstances known to the Corporation (as defined below)after due inquiry, and will not contain acting reasonably) that could be expected to give rise to any untrue statement of a material fact action or omit to state a material fact proceeding that would be required to be stated therein disclosed pursuant to Section 6.8.1. 6.9 The Corporation and the Subsidiaries are in possession of and have good title to, or has valid leasehold interests in or valid rights under contract to use, all tangible personal property used in or reasonably necessary to make for the conduct of their business. All such tangible personal property is free and clear of all Liens, other than Permitted Liens (as such term is defined in Schedule 6.9) and Liens disclosed in Schedule 6.9. 6.10 The unaudited consolidated financial statements therein, in light of the circumstances Corporation for the year ended June 30, 2004 and the unaudited consolidated financial statements of the Corporation for the period ended December 31, 2004 (collectively the "Corporation's Financial Statements") annexed hereto at Schedule 6.10: 6.10.1 reflect accurately the transactions entered into the books and accounts of the Corporation and the Subsidiaries, as at the dates thereof; 6.10.2 are true, complete and correct and present fairly the assets, liabilities (including the description and classification thereof as current liabilities and long-term liabilities, respectively), retained earnings, profit and loss and financial position of the Corporation and the Subsidiaries as at the dates thereof; and 6.10.3 have been prepared in which they were madeaccordance with Canadian generally accepted accounting principles, not misleadingconsistently applied. 6.11 Except to the extent reflected or reserved against on the Corporation's Financial Statements and/or incurred in the ordinary course of business since December 31, (iii) the Registration Statement2004, the U.S. Preliminary Prospectus Corporation and the U.S. Prospectus comply Subsidiaries do not have any liabilities or obligations of any nature, whether direct or indirect, accrued, absolute, contingent, unasserted or otherwise, known or unknown, fixed or unfixed, liquidated or unliquidated including, without limitation, federal, provincial, state, local, municipal or other tax liabilities due or to become due or penalties, assessments or interest charges in respect thereof, or unusual forward or long term commitments or unrealized or anticipated losses from any unfavourable commitments. Any items of income or expense which are unusual or of a non-recurring nature have been separately disclosed in the Corporation's Financial Statements. Adequate provision has been timely made in the Corporation's Financial Statements for doubtful accounts and will comply other receivables; all taxes assessable against the Corporation and the Subsidiaries in respect of the periods therein referred to have been adequately reflected in the Corporation's Financial Statements and all taxes assessable against it in respect of the periods therein referred to but not as at the time dates thereof due and payable have been timely and fully accrued or otherwise provided for therein; 6.11.1 all of filing the liabilities, debts and at obligations of the Closing Date in all material respects with the Securities Act Corporation and the applicable rules and regulations Subsidiaries have arisen in the ordinary course of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented operation by the Corporation, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make Corporation and the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) each of the Prospectuses as Subsidiaries of their dates business. The Corporation and the Subsidiaries have not at any time engaged in any other business or activity other than as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties specifically set forth in this paragraph do not apply to statements or omissions the record of the CCAA Court in the Registration Statement, context of the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to CCAA Proceedings; 6.11.2 the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules Subsidiaries maintains insurance in respect of their property and regulations assets for the replacement thereof on a full-replacement clause basis, and the Corporation and the Subsidiaries are not in default under any provision of the Commission under the Securities Act. (c) The Corporation any policy of insurance and have not received notice of cancellation or none renewal of any such policy. No misstatement or misrepresentation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations been made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby Subsidiaries in each any application for any policy of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement.insurance; (d) Any free writing prospectus that 6.11.3 the Corporation is required and the Subsidiaries have maintained and shall continue to file pursuant maintain up to Rule 433(d) under and including the Securities Act has beendate of Closing, or will befull, filed with the Commission true and complete books of account and financial records accurately reflecting all matters normally entered into books of account maintained by similar businesses and such books of account and financial records have been maintained and shall continue to be maintained in accordance with Canadian generally accepted accounting principles consistently applied, and all such books and records shall remain with the requirements Corporation at Closing; 6.11.4 other than in the context of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documentsCCAA Proceedings, as extended, all payments owing to contractors, sub-contractors, workers or any suppliers of their respective dates, contained goods or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants services with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) Subsidiaries have been paid in full, without subrogation; and 6.11.5 other than as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between listed in Schedule 6.11.5, the Corporation and such auditors the Subsidiaries have no employees. 6.12 Schedule 6.12 sets forth, a true and complete list of all of the Intellectual Property Rights (as hereinafter defined) owned, licensed, or otherwise possessed or used by the Corporation in the conduct of its business, none of which has been opposed, invalidated or held unenforceable and, each of which is in full force and effect. The Corporation is the absolute owner or exclusive licensee and has, without making any former auditors payment to any person or granting rights to any person in exchange, the sole and exclusive right to use the Intellectual Property Rights used by the Corporation or which are or may be necessary for the research, development, manufacture, use, sale, lease, license and service of its products and services under development or proposed to be developed by the Corporation. The responsibilities Intellectual Property Rights used by the Corporation have been duly registered by the Corporation (or the relevant third party licensor as disclosed to the Purchaser) with, filed in, or issued by, as the case may be, the appropriate governmental body, and composition such registrations, filings and issuances remain in full force and effect, and such registrations, filings and issuances cover the technology required to produce all products and provide all services currently under development or proposed to be developed by the Corporation. During the course of the registration or filing of, or during any other proceeding relating to, the Intellectual Property Rights used by the Corporations, no event has occurred that would make invalid or unenforceable, or negate the right to issuance or use of, or result in the lapse of, any of such Intellectual Property Rights. All registration, use and maintenance fees relating to the Intellectual Property Rights used by the Corporation have been paid in a timely manner. The Intellectual Property Rights used by the Corporation are sufficient for the lawful conduct, ownership and operation of the Corporation’s audit committee comply 's business as presently conducted and, to the best of the Corporation's knowledge (after due inquiry, acting reasonably), there are no Intellectual Property Rights of any person which impair or prevent the development, manufacture, use, sale, lease, license or service of products, or provision of services, now existing or under development by the Corporation. The Corporation has the unabridged right to bring actions for the infringement of all of its Intellectual Property Rights used by it; 6.12.1 without limiting the generality of Section 6.12 hereof, none of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby has breached, violated or conflicted with or will breach, violate or conflict with, and any Contract (as hereinafter defined) governing any of the audit committee operates Intellectual Property Rights used by the Corporation, has caused or will cause the forfeiture or termination, or has given rise to or will give rise to a right of forfeiture or termination, of such Intellectual Property Rights or in any way impaired or will impair the right of the Corporation to use, sell, license or dispose of, or to bring any action for the infringement of, any of such Intellectual Property Rights; 6.12.2 to the best of the Corporation's knowledge (after due inquiry, acting reasonably), none of the Intellectual Property Rights owned by the Corporation (or possessed or used by it, other than in accordance withwith the terms of a valid and binding license agreement to which the Corporation is a party) has been derived, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Actin part or in whole, and applicable state securities laws.fr

Representations and Warranties of the Corporation. By execution of this Subscription Agreement, the Corporation hereby agrees with the Subscriber that the Subscriber shall have the benefit of the representations and warranties made by the Corporation below and to the Agent to be set forth in the Agency Agreement. Such representations and warranties shall form an integral part of this Subscription Agreement and shall continue in full force and effect for the benefit of the Subscriber in accordance with the Agency Agreement. The Corporation hereby represents and warrants to and agrees with each of the Underwriters Subscriber (and acknowledges that each of the Underwriters Subscriber is relying upon such representations and warranties in connection with its execution and delivery of this Agreement thereon) that: (a) The Registration Statement has become effective; no stop order suspending Corporation is a corporation duly incorporated and validly existing under the effectiveness laws of the Registration Statement Delaware. The Corporation is in effectduly qualified to transact its business, and no proceedings for such purpose are pending before or, except where failure to be so qualified would not have a material adverse effect on the Corporation’s knowledgefinancial condition, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order prospects, business, operations or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied withproperty. (ib) The Registration Statement did not containCorporation has all required corporate power, as authority and capacity to enter into and carry out the provisions of this Subscription Agreement and the Applicable Time, transactions contemplated hereby and as of all necessary corporate action has been taken or will have been taken prior to the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to Time by the Corporation to duly authorize the execution and delivery of this Subscription Agreement so as to validly create, issue and deliver the Shares and securities comprising the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities ActSubscribed Units. (c) The Corporation has complied with all applicable securities laws is not in each default or in breach of, and execution and delivery of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to this Subscription Agreement by the Corporation, if any, the performance and compliance with the terms of this Subscription Agreement and the issue and sale of the Canadian Securities Commissions (collectivelySubscribed Units will not result in any breach of, “Canadian Securities Laws”)or be in conflict with or constitute a default under, required to be complied with by the Corporation to qualify the distribution or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the Offered Unitsconstating documents, the Shares and the Warrants to the public as contemplated hereby in each articles or resolutions of the Canadian Qualifying Jurisdictions except for the filing of the Canadian SupplementCorporation. (d) Any free writing prospectus that The Unit Securities will be validly issued and outstanding (and in respect of the Corporation is required to file pursuant to Rule 433(d) under Common Stock comprised therein, as fully paid and non-assessable). Upon the Securities Act has been, or will be, filed with exercise of the Commission Warrants in accordance with the requirements terms set out in the certificates representing the Warrants (including payment of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first useexercise price), the Corporation has not prepared, used or referred to, Warrant Stock will be duly issued as fully paid and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Actnon-assessable. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed This Subscription Agreement has been or will conform when so filed in all material respects with Canadian Securities Lawsbe, at or prior to the Closing Time, duly authorized, executed and none of such documents, as of their respective dates, contained or delivered by the Corporation and will contain any untrue statement of material fact or omitted or will omit to state be a material fact required to be stated therein or necessary to make the statements therein, in the light valid and binding obligation of the circumstances under which they were madeCorporation enforceable in accordance with its terms (except as the enforceability thereof may be limited by (i) bankruptcy, not misleading; each documentinsolvency or similar laws affecting creditors’ rights generally, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein(ii) general equitable principles). (f) The Corporation’s outstanding common shares are listed on Other than the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted Agent, there is no Person acting or purporting to act for trading on the TSX and the NYSE upon the Corporation complying entitled to any brokerage or finders' fee in connection with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEOffering. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation represents represents, warrants, covenants and warrants certifies to and agrees with each the Subscriber and, if applicable, the Disclosed Purchaser that, as of the Underwriters date given above and acknowledges that each of at the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement thatClosing: (a) The Registration Statement has become effective; no stop order suspending the effectiveness Corporation is a valid and subsisting company incorporated and in good standing under the laws of the Registration Statement Province of British Columbia; (b) the Corporation and each of its subsidiaries is duly registered and licensed to carry on business in effecteach jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) all annual and quarterly reports, financial statements, proxy statements/information circulars, press releases, material change reports and no proceedings for other documents filed by or on behalf of the Corporation within the past 12 months with the Exchanges and any of the Commissions (the “Disclosure Record”) 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 purpose are pending before orfilings; (d) 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 as being beneficially owned by the Corporation; (e) the financial statements of the Corporation contained in the Disclosure Record have all been prepared in accordance with United States generally accepted accounting principles, accurately and fairly reflect the financial position, performance, cash flows and all liabilities (accrued, absolute, contingent or otherwise) of the Corporation and its subsidiaries in all material respects as of the dates thereof; (f) subject to the Corporation’s knowledgerepresentations, threatened by warranties and certifications of the Commission; Subscriber herein contained being accurate and truthful in all material respects and the Final Receipt Subscriber fulfilling all of its covenants and obligations herein contained, the Corporation has been obtained from complied and will comply fully with the Canadian requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Commissions Laws and no order or action that would have the effect Business Corporations Act (British Columbia) in relation to the issue and trading of suspending its securities and in all matters relating to the distribution private placement of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.Securities; (ig) The Registration Statement did there is not containpresently any material change, as of defined in the Applicable TimeSecurities Laws, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (or change in any material fact, as defined below), and will 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 in the statements therein, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation Purchased Securities, which has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission not been fully disclosed in accordance with the requirements of the Securities Act Laws and the applicable rules and regulations policies of the Commission thereunder. Each free writing prospectus that Exchange; (h) the issue and sale of the Offered Securities by the Corporation does not and will not conflict with, and does not and will not (including, without limitation, with the giving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) result in a material breach of, any of the terms of the Corporation’s constating documents or any agreement or instrument to which the Corporation is a party or by which it is bound; (i) the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (j) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (k) this Agreement has been or will be at the Closing Date duly authorized by all necessary corporate action on the part of the Corporation, and the Corporation has filedfull corporate power and authority to undertake the Offering and to issue, or sell and deliver the Purchased Securities; (l) to the Corporation’s knowledge, after due enquiry, it is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf not in material default of or used or referred to by the Corporation complies or will comply in all material respects with any of the requirements of the Securities Act and the applicable rules and regulations Laws or any of the Commission thereunder. Except administrative policies or notices of the Exchange; (m) to the Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters; (n) except for as provided in the Disclosure Record, 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 free writing prospectusesissue or allotment of any unissued shares in the capital of the Corporation, if anyor any other security convertible into or exchangeable for any such shares, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, require the Corporation has not preparedto purchase, used redeem or referred to, otherwise acquire any of the issued and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets outstanding shares in its capital; (o) each of the general eligibility requirements for use of Form F-10 Corporation’s subsidiaries is a valid and subsisting corporation organized and in good standing under the Securities Act.laws of their respective jurisdictions of organization; (ep) Each document filed or to be filed with the Canadian Securities Commissions Corporation and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed each of its subsidiaries is in all material respects conducting its business in material compliance with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policieslaws, rules and regulations of each jurisdiction in which its business is carried on; (q) the TSX and the policies, rules and regulations authorized capital of the NYSE.Corporation consists of 500,000,000 Common Shares, of which, immediately prior to the Closing Date, 98,068,638 Common Shares are issued and outstanding; (gr) KPMG LLPas of the Closing, the Corporation’s auditorsPurchased Securities will be validly issued and outstanding; (s) no approval, are independent public accountants with respect authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required to be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its consolidated subsidiaries (the “Subsidiaries”) as obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under applicable Canadian the Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (the rules of the Exchanges, which shall be obtained or made by the Corporation prior to the Closing or otherwise within the meaning periods prescribed thereunder; (t) none of National Instrument 51-102 Continuous Disclosure Obligations the Corporation, its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Corporation or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Corporation or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction, and to the knowledge of the Corporation no such action has been taken by any of its agents, representatives or other Persons acting on behalf of the Corporation or any of its subsidiaries; (u) the Offering constitutes an “NI 51-102”)) Exempt Acquisition” as such term is defined in the Amended and Restated Shareholder Rights Plan Agreement dated August 26, 2009, as amended and restated on September 19, 2012, between the Corporation and such auditors Computershare Investor Services Inc., as may be further amended, supplemented or any former auditors restated from time to time; and (v) the representations, warranties, covenants and certifications in this Section 7 will be true and correct both as of the Corporation. The responsibilities execution of this Agreement and composition as of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsClosing Date.

Representations and Warranties of the Corporation. a) The Corporation represents and warrants to and agrees with each of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will 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, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, Subscriber as of the date hereof does notas set forth below: i. The Corporation is duly organized, validly existing and in good standing under the laws of the State of Nevada, and at has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently being conducted. The Corporation is qualified or licensed to do business and is in good standing in every jurisdiction in which the time failure to so qualify, be licensed or be in good standing, individually or in the aggregate, could have a material adverse effect on the Corporation. ii. The Corporation has all requisite power and authority to execute and deliver this Agreement and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each sale this Agreement, and the transactions contemplated hereby. This Agreement has been duly authorized by all necessary action (corporate or otherwise) on the part of the Offered Units Corporation and this Agreement has been duly executed and delivered by the Corporation and constitutes the valid and legally binding obligation of the Corporation, enforceable in connection accordance with the offering when the U.S. Prospectus is not yet available to prospective purchasersits terms and conditions, the Time of Sale Prospectussubject, as then amended to enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or supplemented affecting creditors’ rights and to general equity principles. iii. The authorization, issuance, sale and delivery of the Shares have been duly authorized by all requisite action of the Corporation’s board of directors. The Shares will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, free and clear of any Liens whatsoever and with no restrictions on the voting rights thereof and other incidents of record and beneficial ownership pertaining thereto, in each case, created by the Corporation, if applicableother than as contemplated by the Shareholders’ Agreement or the Charter. iv. The execution, will not, contain any untrue statement delivery and performance of a material fact or omit to state a material fact necessary to make this Agreement by the statements therein, in Corporation and the light consummation of the circumstances under which they were made, transactions contemplated hereby shall not misleading, and (via) each of the Prospectuses as of their dates and as of the Closing Date does not contain and will not contain violate 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished Law applicable to the Corporation or any of its assets or (b) conflict with, or result in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements any breach of, any of the Securities Act and terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of termination, cancellation or acceleration, or result in the rules and regulations creation of any Lien (x) upon any of the Commission under the Securities Act. Corporation’s assets or (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(dy) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements any provision of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on Charter or the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSECorporation’s Bylaws, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon any permit or (iii) any other Contract to which the Corporation complying with the usual conditions imposed is a party or by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, which its assets are or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSEmay be bound. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Kitrinor and agrees with each of the Underwriters Purchasers, and acknowledges that each of the Underwriters is Agents, Kitrinor and the Purchasers are relying upon such representations and warranties in connection with its execution and delivery of this Agreement thatwarranties, as follows: (a) The Registration Statement All necessary corporate action has become effective; no stop order suspending been taken to authorize the effectiveness issue and sale of, and the delivery of the Registration Statement is Subscription Receipts, in effectcertificated or uncertificated form, the creation and issue of, and no proceedings for such purpose are pending before ordelivery of the certificates representing the Broker Warrants, and: (i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly issued; (ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares; (iii) upon issue thereof, the Broker Warrants will be validly issued; and (iv) upon the exercise of Broker Warrants, the Broker Warrant Shares will be validly issued, fully paid and non-assessable Resulting Issuer Shares. (b) The form and terms of the Subscription Receipts and Broker Warrants have been approved and adopted, as applicable, by the directors of the Corporation and do not conflict with any applicable laws. (c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements. (d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts and the Broker Warrants (collectively, the “Corporation Offering Documents”) and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and to observe and perform the provisions of the Corporation Offering Documents in accordance with the provisions hereof and thereof. (e) Each of the Corporation Offering Documents has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally. (f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents by the Corporation’s knowledge: (i) does not require any consent, threatened by approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation; (ii) will not contravene any statute or regulation of any governmental authority which is binding on the Commission; Corporation, where such contravention would materially and adversely affect the Final Receipt has been obtained from the Canadian Securities Commissions and no order business, operations, capital or action that would have the effect of suspending the distribution of the Offered Units has been issued condition (financial or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge otherwise) of the Corporation; and (iii) will not result in the breach of, are contemplated or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation. (g) TSX Trust at its office in Toronto, Ontario has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement. (h) The Corporation is not party to or bound or affected by any Canadian Securities Commission; and commitment, agreement or document containing any request made to covenant which would prohibit or restrict the Corporation on the part of any Canadian Securities Commission for additional information has been complied withfrom entering into this Agreement. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will not contain, any untrue statement of a There are no material fact changes or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and that have not been disclosed to the Shares and the Warrants as required by Canadian Securities Laws (as defined below)Agents, and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not preparedcompleted any significant acquisitions, used or referred to, and will not, without your prior consent, prepare, use or refer to, nor is it proposing any free writing prospectus. The Corporation meets probable acquisitions (as such terms are defined in National Instrument 44-101 - Short Form Prospectus Distributions) that would require the general eligibility requirements for use filing of Form F-10 under a business acquisition report other than pursuant to the Securities ActBusiness Combination. (ej) Each document filed or to be filed with the Canadian Securities Commissions All filings and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact fees required to be stated therein or necessary to make made and paid by the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed Corporation pursuant to the Exchange Act applicable securities laws and incorporated by reference in the Time of Sale Prospectus general corporate law have been made and paid, except for those filings or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact fees that are required to be stated therein have been made and paid pursuant to Part 6 of National Instrument 45-106 Prospectus Exemptions or necessary to make the statements therein, in the light Part 5 of the circumstances under which they were made, not misleading; provided, however, that this representation OSC Rule 45-501 Ontario Prospectus and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinRegistration Exemptions. (fk) The Corporation’s outstanding common shares are listed on Corporation is a corporation duly incorporated and validly subsisting under the Toronto Stock Exchange (the “TSX”) federal laws of Canada and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (requisite corporate power and authority to carry on its business as defined below), the TSX or the NYSE it is contemplating terminating such listingnow being conducted and to enter into this Agreement. The Corporation is subject to, duly registered to do business and is in full compliance good standing in all material respects with each jurisdiction in which the policiescharacter of its properties, rules and regulations owned or leased, or the nature of its activities make such registration necessary, except where the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect failure to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws be so registered or in good standing would not have a Material Adverse Effect (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)herein) between the Corporation and such auditors or any former auditors of on the Corporation. The responsibilities and composition As used in this Agreement, “Material Adverse Effect” means any event or change that, individually or in the aggregate with other events or changes, is or would reasonably be expected to be, materially adverse to the business, operations, assets, condition (financial or otherwise) or liabilities, whether contractual or otherwise, of any party, as the Corporation’s audit committee comply withcase may be; provided that a Material Adverse Effect shall not include an adverse effect resulting from a change (i) that arises out of a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a party to the other party prior to the date of this Agreement; (ii) that results from general economic, and financial, currency exchange, interest rate or securities market conditions in Canada or the audit committee operates United States; (iii) that arises from a decline in accordance withthe trading price of Kitrinor Shares, National Instrument 52-110 – Audit Committees and or (iv) that is a direct result of any matter permitted by this Agreement or consented to in writing by the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities lawsparty.

Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each the Underwriters as of the Underwriters date hereof, and acknowledges that the Underwriters are relying upon each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of this Agreement completing the Closing, that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness Corporation is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the Registration Statement jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease 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, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Subscription Agreement, the Warrant Indenture, the Compensation Option Certificates and the Compensation Warrant Certificates and to carry out its obligations hereunder and thereunder; (b) except as disclosed in effectthe Prospectus, the Corporation has no direct or indirect material subsidiaries nor any investment or proposed investment in any person which, for the financial year ended December 31, 2009 accounted for or which, for the financial year ending December 31, 2009, is expected to account for, more than ten percent of the consolidated assets or consolidated revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation on a consolidated basis. (c) except as disclosed in the Prospectus, the Corporation holds all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects except where the failure to hold or the lack of good standing in respect to such licences, registrations, qualifications, permits and consents in all material respects would not have a Material Adverse Effect on the Corporation or any of the Subsidiaries. In particular, without limiting the generality of the foregoing, the Corporation has not received any notice of proceedings relating to the revocation or adverse modification of any material mining or exploration permit or licence, nor has the Corporation received notice of the revocation or cancellation of, or any intention to revoke or cancel, any mining claims, groups of claims, exploration rights, concessions or leases with respect to any of the Properties where such revocation or cancellation would have a Material Adverse Effect on the Corporation; (d) except as disclosed in the Prospectus, the Corporation is the absolute legal and beneficial owner of the Properties and holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which a particular Property is located (collectively, “Property Rights”), in respect of the mineral rights located in the Properties in which the Corporation has an interest as described in the Prospectus under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore for mineral deposits relating thereto and, except as disclosed in the Prospectus, the Corporation holds interest in such Properties free and clear of any liens, charges or encumbrances and no material commission, royalty, licence fee or similar payment to any person with respect to the Properties is payable; (e) all Property Rights in which the Corporation holds an interest or right have been validly registered and recorded in accordance in all material respects with all applicable laws and are valid and subsisting; the Corporation has all necessary surface rights, access rights and other necessary rights and interests relating to the Properties granting the Corporation the right and ability to explore for mineral deposits as are appropriate in view of the rights and interests therein of the Corporation and the operations of the Corporation as it is currently being conducted, with only such exceptions as do not unreasonably interfere with the use made by the Corporation of the rights or interest so held; and each of the Property Rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Corporation except where the failure to be in good standing would not have a Material Adverse Effect on the Corporation; (f) the Properties and Property Rights of the Corporation, as disclosed in the Prospectus, constitute an accurate description of the Properties and all material Property Rights held by the Corporation, and no proceedings other property or assets are necessary for the conduct of the business of the Corporation as currently conducted, the Corporation does not know of any claim or the basis for any claim that could reasonably be expected to materially and adversely affect the right thereof to use, transfer or otherwise explore for mineral deposits on such Properties and, except as disclosed in the Prospectus, the Corporation holds interests in such Properties free and clear of any liens, charges or encumbrances and no material commission, licence fee or similar payment to any person with respect to the Properties is payable; (g) to the Corporation’s knowledge the Technical Report complied with the requirements of NI 43-101 at the time of filing thereof and the Technical Report reasonably presented the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the Technical Report was prepared; (h) the Corporation made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, which information, to the knowledge of the Corporation, did not contain any material misrepresentation at the time such information was so provided. The Corporation has no knowledge of a material adverse change in any information provided to the authors of the Technical Report since that date; (i) the Corporation is in compliance with the provisions of NI 43-101 and has filed all technical reports required thereby and there has been no change to the information set out in the Technical Report of which the Corporation is aware that would require the filing of a new technical report[s] under NI 43-101; (j) all exploration activities on the Properties by the Corporation have been conducted in all material respects in accordance with good exploration practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with in all material respects; (k) the Corporation is a reporting issuer under the Securities Laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Newfoundland, is not in default of any material requirement of such Securities Laws, is not included on a list of defaulting reporting issuers maintained by the Securities Regulators of such provinces and will be, at the time of Closing, a reporting issuer under the Securities Laws of each of the Qualifying Provinces; (l) each of the execution and delivery of this Agreement, the Subscription Agreement, the Warrant Indenture, the Warrant Certificates, the Compensation Option Certificates and the Compensation Warrant Certificates, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Offered Securities and the issuance and delivery of the Warrant Shares upon the exercise of the Warrants, the Compensation Shares upon the exercise of the Compensation Options and the Compensation Warrant Shares upon the exercise of the Compensation Warrants, do not and will not 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, without limitation, applicable Securities Laws and the rules and regulations of the Stock Exchanges; (B) the constating documents of the Corporation, or resolutions of the directors or shareholders of the Corporation which are pending before in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by which it is bound; or (D) any judgment, decree or order binding the Corporation or the property or assets thereof; (m) the Corporation is in compliance in all material respects with its continuous disclosure obligations under applicable Securities Laws and the rules and regulations of the Stock Exchanges 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), business, financial condition or capital of the Corporation on a consolidated basis since December 31, 2009 which has not been publicly disclosed on a non-confidential basis, all statements set forth in all documents publicly filed by or on behalf of the Corporation pursuant to applicable Securities Laws, including the Documents Incorporated by Reference, were true, correct, and complete in all material respects and did not contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements which remains confidential as at the date hereof; (n) the Corporation has not approved, has not entered into any binding agreement in respect of, nor has any knowledge of: (A) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise; (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or otherwise) of the Corporation; or (C) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation; (o) the Financial Statements, including the notes and the related auditors’ reports thereto, in each case as incorporated by reference in the Prospectus, have been prepared in accordance with generally accepted accounting principles in the United States and present fairly and correctly in all material respects, the consolidated financial condition of the Corporation as at the dates thereof and the consolidated results of the operations and the changes in the financial position of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, as applicable, and there has been no change in accounting policies or practices of the Corporation since December 31, 2009 except as disclosed in the Prospectus; (p) except as disclosed in the Financial Statements, 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 where the failure to pay Taxes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect on the Corporation. 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 accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect on the Corporation. To the knowledge of the 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 the Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or any Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect on the Corporation; (q) to the Corporation’s knowledge, the Corporation’s Auditors who audited the financial statements of the Corporation for the year ended December 31, 2009 and who provided their audit report thereon are independent in accordance with the auditors’ rules of professional conduct of the Institute of Chartered Accountants of Ontario, are, to the Corporation’s knowledge, threatened by independent public accountants as required under applicable Securities Laws in Canada and there has never been a reportable event (within the Commission; meaning of NI 51-102) between the Final Receipt Corporation and the Corporation’s Auditors or, to the knowledge of the Corporation, any former auditors of the Corporation; (r) except pursuant to the transactions contemplated herein, and for Common Shares issuable to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the terms of the severance agreement dated August 27, 2010 between the Corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Nanna Shares”) and as disclosed in the Prospectus, no person has been obtained 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 Canadian Securities Commissions and no order Corporation of any unissued shares or action that would have the effect of suspending the distribution securities of the Offered Units Corporation; (s) to the knowledge of the Corporation, there is no agreement in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation; (t) except as disclosed in the Prospectus, to the knowledge of the Corporation, none of the officers or employees of the Corporation, any person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation or securities of any person exchangeable for more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has been issued any material interest, direct or taken indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any Canadian Securities Commission and such person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation; (u) except as disclosed in the Prospectus, there are no actions, suits, judgments, investigations, inquires or proceedings for that purpose have been instituted of any kind whatsoever outstanding (whether or are not purportedly on behalf of the Corporation), pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with. (i) The Registration Statement did not contain, as of the Applicable Time, and as of the Closing Date will not contain, any untrue statement of a material fact threatened against or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by affecting the Corporation, if applicableor its directors or officers, will notat law or in equity or before or by any commission, contain board, bureau or agency of any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinkind whatsoever and, in the light of the circumstances under which they were made, not misleading, and (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements knowledge of the Securities Act and the rules and regulations of the Commission under the Securities Act. (c) The Corporation has complied with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if anythere is no basis therefor and the Corporation is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority which, either separately or in the Canadian Securities Commissions (collectivelyaggregate, “Canadian Securities Laws”), required to be complied with by may have a Material Adverse Effect on the Corporation or would adversely affect the ability of the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement. (d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act. (e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. (f) The Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) and (i) the Shares and Warrant Shares will be listed and posted for trading on the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto and (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE. (g) KPMG LLP, the Corporation’s auditors, are independent public accountants with respect to the Corporation and perform its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Act, and applicable state securities laws.obligations

Representations and Warranties of the Corporation. The 5.1 Representations, Warranties and Covenants of the Corporation represents and warrants to and By execution of this Subscription Agreement, the Corporation hereby agrees with each the Subscriber that the Subscriber shall have the benefit of the Underwriters representations and warranties made by the Corporation below and to the Agents as set forth in the Agency Agreement, and acknowledges that each of the Underwriters Subscriber is relying upon on such representations and warranties in connection with its execution the transactions contemplated herein. Such representations and delivery warranties shall continue in full force and effect for the benefit of this Agreement thatthe Subscriber in accordance with the Agency Agreement. The Corporation represents and warrants to, and covenants with, the Subscriber as follows: (a) The Registration Statement has become effective; no stop order suspending Upon issue, the effectiveness Flow-Through Shares will be "Flow-Through Shares" as defined in subsection 66(15) of the Registration Statement is in effect, Tax Act and no proceedings for such purpose the Proposed Amendments and are pending before or, not and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian Securities Commissions Tax Act. The Corporation does not have and no order or action that would will not have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, prior to the knowledge Termination Date a Prescribed Relationship with the Subscriber and if the Subscriber is a partnership, with a partner or limited partner of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied withsuch partnership. (ib) The Registration Statement did not contain, Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Applicable Time, Tax Act and will continue to be a "principal-business corporation" until such time as all of the Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact Resource Expenses required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus renounced under this Subscription Agreement have been incurred and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating validly renounced pursuant to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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, in light of the circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, 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 (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and 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 as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Tax Act. (c) The Corporation has complied with all applicable securities laws no reason to believe that it will be unable to: (i) incur, on or after the Closing Date and on or before the Termination Date, or (ii) renounce to the Subscriber effective on or before December 31, 2010, Resource Expenses in each an aggregate amount equal to the Subscription Price, and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian SupplementTax Act. (d) Any free writing prospectus that The Corporation hereby agrees to incur Resource Expenses in an amount equal to the Corporation is required to file pursuant to Rule 433(d) under Subscription Price on or before the Securities Act has been, or will be, filed with the Commission Termination Date in accordance with this Subscription Agreement and agrees to renounce to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filedSubscriber, on or is required to filebefore March 31, 2011 with an effective date no later than December 31, 2010, pursuant to Rule 433(dsubsections 66(12.6) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements and 66(12.66) of the Securities Act and Tax Act, Resource Expenses incurred or to be incurred on or before the applicable rules and regulations of Termination Date in an amount equal to the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities ActSubscription Price. (e) Each document filed The Corporation shall deliver to the Subscriber, on or before February 28, 2011, the relevant Prescribed Forms, fully completed and executed, renouncing to be filed the Subscriber, Resource Expenses in an amount equal to the Subscription Price with an effective date of no later than December 31, 2010, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use thereinrelevant taxation authorities. (f) The Corporation’s outstanding common shares are listed Resource Expenses to be renounced by the Corporation to the Subscriber: (i) will constitute CEE on the Toronto Stock Exchange effective date of the renunciation; (ii) will not include expenses that are "Canadian exploration and development overhead expenses" (as defined in the “TSX”regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation, the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of "expense" in subsection 66(15) of the Tax Act; (iii) will not include any amount that has previously been renounced by the Corporation to the Subscriber or to any other Person; (iv) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act. (g) The Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. (h) The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Subscription Price. (i) The Corporation acknowledges that it is not now entitled to receive any assistance, as defined in the Tax Act, in respect of the Resource Expenses. If the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations made under the Tax Act and the New York Stock Exchange receipt of or entitlement to receive such government assistance has or will have the effect of reducing the amount of CEE validly renounced to the Subscriber hereunder to less than the aggregate of the Subscription Price, the Corporation shall incur additional Resource Expenses on or before the time it renounces the Resource Expenses to the Subscriber pursuant to their Subscription Agreement in an amount sufficient to allow it to renounce to the Subscriber, the Subscription Price. (j) The Corporation shall use the “NYSE”gross proceeds of the Offering for general exploration activities on the Corporation's properties and shall deliver to the Subscriber, on or before March 31, 2011, a list of the provinces, territories or other jurisdictions in Canada where the Corporation has incurred, or intends to incur, Resource Expenses together with the amount incurred in each such province, territory or other jurisdiction of Canada. (k) The Corporation shall file with the CRA, and, if applicable, with the appropriate authorities in the Province of Québec, within the time prescribed by subsection 66(12.68) of the Tax Act and the applicable provisions of the Quebec Tax Act (i) the Shares forms prescribed for the purposes of such legislation, together with a copy of this Subscription Agreement and Warrant Shares will be listed and posted for trading on shall forthwith following such filings provide to the TSX and the NYSE upon the Corporation complying with the usual conditions imposed by the TSX and the NYSE, as applicable, with respect thereto Subscriber a copy of such forms; and (ii) the Warrants will be listed and posted form prescribed for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to distribution purposes of subsection 66(12.7) of the Warrants to Tax Act on or before the applicable minimum number last day of public securityholders the first month after each month in which any renunciation is made pursuant to the offering terms of this Subscription Agreement. (l) The Corporation will keep proper books, records and accounts in respect of all Resource Expenses and all transactions and events affecting the Subscription Price, the Resource Expenses and the amounts renounced to the Subscriber hereunder, and upon reasonable notice, will, on a timely basis, make such books, records, accounts and any other relevant documents available for inspection and audit by or on behalf of the Offered Units. Subscriber. (m) Neither the Corporation nor any corporation "associated" (as such term is defined in the Tax Act) with the Corporation is a party to any other agreement for the issuance of Flow-Through Shares for which the required expenditures have not been incurred other than as disclosed in the Public Record. (n) The Corporation has taken no action designed tonot and will not enter into transactions or take deductions which would otherwise reduce its cumulative CEE to an extent which would preclude a renunciation of Resource Expenses hereunder in an amount equal to the Subscription Price on or before December 31, or likely to have the effect of, delisting the Corporation’s common shares from the TSX or the NYSE, nor has the Corporation received any notification that any Governmental Authority (as defined below), the TSX or the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the TSX and the policies, rules and regulations of the NYSE2010. (go) KPMG LLPThe Corporation will file with the CRA, before March 31 of the Corporation’s auditorsyear following a particular year, are independent public accountants any return required to be filed under Part XII.6 of the Tax Act in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis. (p) If the Corporation amalgamates with respect any one or more companies, any shares issued to or held by the Subscriber as a replacement for the Flow-Through Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, as Flow-Through Shares and in particular will not be "prescribed shares" as defined in section 6202.1 of the regulations to the Corporation and its consolidated subsidiaries (the “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined below). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Corporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and the audit committee operates in accordance with, National Instrument 52-110 – Audit Committees and the applicable requirements of the NYSE. “U.S. Securities Laws” means the Securities Act and the Exchange Tax Act, and applicable state securities laws.