Common use of The Offering Clause in Contracts

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Underwriters offer Offering; provided, however, it is understood that the Agents are under no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, any of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the CompanyUnits. 2.2 The parties to this Agreement acknowledge that (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities have not been and will not be registered under pursuant to the U.S. Securities Act and may not be offered or sold Final Prospectus. Each Purchaser in the United States except shall purchase the Offered Securities pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder Placement Memorandum and similar exemptions under applicable securities laws of any state of the United Statesin accordance with Schedule “A” to this Agreement. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the United States is being made by Corporation and the UnderwritersAgents may mutually agree, acting through its U.S. Affiliatesreasonably, in accordance order to fully comply with this Agreement, on a private-placement basis to Qualified Institutional Buyers in applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of filing a prospectusits directors, a registration statement officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other offering document with any Commission authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling JurisdictionsFirms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Underwriters Lead Agent hereby accepts such trust and agrees to assist the Company in all hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable respects efforts to secure compliance with all regulatory requirements in connection ensure such Selling Firm agrees with the Offering. All fees payable in connection Agents to comply with such filings shall be paid the covenants and obligations given by the CompanyAgents herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Offered Units to the Purchasers will be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Final Prospectus and conditions of in this Agreement. The Agents will use commercially reasonable efforts to arrange for Purchasers for the Offered Units in the Qualifying Jurisdictions and in those jurisdictions outside of Canada as may be agreed upon by the Corporation and the Agents, each acting reasonably, in connection with the Underwriters offer Offering. (b) The Corporation agrees that the Agents will have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Flow-Through Shares, Offered Units. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and by acceptance benefits of this Agreement to any Selling Firm so appointed by the Company agrees to sell to Agents and appoints the UnderwritersAgents as trustee of such rights and benefits for such Selling Firms, and the Underwriters Agents hereby accept such trust and agree to purchase at hold such rights and benefits for and on behalf of such Selling Firms. (c) The Agents will ensure that any Selling Firm appointed pursuant to the Closing Time on provisions of subsection 1(b), if any, will: (i) be compensated by the Closing DateAgents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein. (d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Prospectus and other related documents (including, allwithout limitation, any Marketing Materials) and not less than all, has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Flow-Through Shares. The Underwriters acknowledge that, subject Qualifying Jurisdictions in order to qualify the conditions contained Offered Units and the CFF Units for distribution in section 6 hereof being satisfiedeach of the Qualifying Jurisdictions and until the day on which the distribution of the Offered Units and the CFF Units is completed, the Underwriters shall become obligated to purchase Corporation will promptly take, or cause to be purchased taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the distribution of the Flow-Through Shares . The Underwriters shall have Offered Units and the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers CFF Units in the Canadian Selling Jurisdictions in place Qualifying Jurisdictions. (e) The Agents have delivered one copy of the Underwriters Final Prospectus (together with any Supplementary Material, if any) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Units. (f) The Corporation and the Agents covenant and agree: (i) not to provide any potential investor of Offered Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the applicable Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Units; (ii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with Applicable this Section 1(f); (B) the Prospectus or any Supplementary Material; (C) the Investor Presentation and (D) the Standard Term Sheet; and (iii) that any Marketing Materials approved and filed in accordance with this Section 1(f) and any standard term sheets approved in writing by the Corporation and the Agents will only be provided to potential investors in the Qualifying Jurisdictions where the provision of such Marketing Materials or standard term sheets does not contravene applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 (g) The parties to this Agreement Corporation and the Agents acknowledge that the Offered Securities Units have not been and will not be registered under the U.S. Securities Act or any state Securities Laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, nor may the Warrants or the Compensation Warrants be exercised in the United States or by or on behalf of a U.S. Person, except pursuant to the exemption exemptions from the registration requirement requirements of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws the Applicable Laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities States in the United States, and that the offer to purchase the Offered Securities manner specified in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to The Issuer Arkanova Energy Corporation (the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares“Issuer”). The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase Issue Price US$0.10 per Share Offering There is no minimum or cause to be purchased all of the Flow-Through Shares maximum offering. The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of The United States or offshore (the Underwriters “Selling Jurisdictions”). Exemptions The offering will be made in accordance with Applicable Securities Laws, the following exemptions: (a) the Accredited Investor exemption as provided by Regulation D promulgated under the 1933 Act; and that (b) such other exemptions as may be available the obligation securities laws of the Underwriters Selling Jurisdictions. Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to purchase resale restrictions contained in the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal securities legislation applicable to the number Subscriber or proposed transferee. The Subscriber acknowledges that none of Flow-Through the Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities 1933 Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters Securities may not arrange for Substituted Purchasers be offered or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities sold in the United States is being made by the Underwriters, acting through its U.S. Affiliates, unless registered in accordance with this Agreementfederal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, on a private-placement basis AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to Qualified Institutional Buyers in consult with their own legal counsel or advisors to determine the United Statesresale restrictions that may be applicable to them. Closing Date Payment for, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part delivery of the Company includingShares, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees is scheduled to comply with all Applicable Securities Laws occur on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed such date as determined by the Company in connection with its sole discretion (the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company“Closing Date”). 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms set out in the Prospectus and conditions of in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Shares in the Qualifying Provinces and in those jurisdictions outside of Canada as may be agreed upon by the Company and the Agents, acting reasonably, in connection with the Underwriters offer Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement the . (b) The Company agrees to sell to that the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters Agents shall have the right to cause the Flow-Through Shares invite one or more investment dealers (each, a “Selling Firm”) to be purchased by qualified Substituted Purchasers form a selling group to participate in the Canadian Selling Jurisdictions in place soliciting of offers to purchase the Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the Underwriters selling group (comprised of such Selling Firms) and the Agents. The Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein. (c) The Company represents and warrants to, and covenants and agrees with, the Agents that the Company has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System, a Passport Decision Document in accordance respect of the proposed distribution of the Shares. The Company has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with Applicable the Canadian Securities Regulators under applicable Securities Laws, and that will use its best efforts to obtain a Passport Decision Document for the obligation Final Prospectus in order to qualify the Shares for distribution in each of the Underwriters to purchase Qualifying Provinces, as soon as possible, and in any event not later than 2:00 p.m. (Vancouver time)/5:00 p.m. (Toronto time) on November 16, 2012 (or such other time and/or later date as the Flow-Through Shares shall, upon completion Company and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from Lead Agent may agree) and until the Company. 2.2 The parties to this Agreement acknowledge that day on which the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement distribution of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated hereinShares is completed, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to filewill promptly take, or cause to be filed, within the periods stipulated under Applicable Securities Lawstaken, all forms, documents or undertakings additional steps and proceedings that may from time to time be required under applicable Securities Laws to be filed by the Company in connection with the issue and sale of the Offered Securities so that qualify the distribution of the Offered Securities may lawfully occur without Shares in the necessity Qualifying Provinces. (d) The Agents shall, upon the Company obtaining a Passport Decision Document for the Final Prospectus from the Principal Regulator, deliver one copy of filing a prospectus, a registration statement or other offering document the Final Prospectus (together with any Commission amendments thereto) to all persons resident in the Selling JurisdictionsQualifying Provinces who are to acquire the Shares. (e) Prior to the filing of the Preliminary Prospectus, the Final Prospectus and the Underwriters agrees to assist Closing, the Company in all reasonable respects shall have permitted the Agents to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers review each of the Offered Preliminary Prospectus and the Final Prospectus and shall allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as agents under applicable Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within Laws and in order to enable the meaning of Applicable Securities Laws, except for Agents to responsibly execute the Offering Document; or (ii) engage certificate in any form of general solicitation or general advertising in connection with the offer Preliminary Prospectus and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities Final Prospectus required to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited executed by general solicitation or advertisingthem.

The Offering. 2.1 Subject (a) The Corporation hereby agrees to secure compliance with all Applicable Laws on a timely basis in connection with the distribution or sale, as applicable, of the Offered Shares. The Corporation will execute and file with the Securities Regulators all forms, notices and certificates relating to the terms and conditions of this Agreement, the Underwriters offer Offering required to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell be filed pursuant to the UnderwritersApplicable Laws in the Selling Jurisdictions in the time required by Applicable Laws in the Selling Jurisdictions. (b) The Corporation hereby appoints the Agents to act as agent and financial advisor to the Corporation and grants the Agents the right to form and manage a syndicate of investment dealers, including a U.S. Placement Agent, to offer and sell the Offered Shares on a "commercially reasonable efforts" private placement basis, without underwriter liability, and the Underwriters agree Agents hereby accept such appointment. Notwithstanding anything to purchase at the Closing Time contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering or sale of securities in the capital of the Corporation by the Corporation, including the Offered Shares, or to provide or arrange any financing, other than the appointment as agent in connection with the Offering in accordance with the prior sentence and otherwise on the Closing Date, all, and not less than all, of terms set forth herein. (c) The Corporation understands that the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall Agents will have the right to cause and will use commercially reasonable efforts to arrange for the Flow-Through Offered Shares to be purchased by qualified Substituted the Purchasers in the Canadian Selling Jurisdictions on a private placement basis in place compliance with the Applicable Laws such that the offer and sale of the Underwriters Offered Shares does not obligate the Corporation to file a prospectus, registration statement or similar document. (d) In order to comply with applicable U.S. securities laws, any press release announcing or otherwise concerning the Offering will include an appropriate notation on each page substantially as follows: "Not for distribution to United States Newswire Services or for dissemination in accordance with Applicable Securities Lawsthe United States". In addition, and that any such press release will contain substantially the obligation following disclaimer: "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Underwriters to purchase securities in the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 United States. The parties to this Agreement acknowledge that the Offered Securities securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act Act") or any state securities laws and may not be offered or sold in the United States except pursuant to or to, or for the exemption from the registration requirement of account or benefit of, U.S. persons unless registered under the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable state securities laws of any state of the or an exemption from such registration is available. “U.S. persons” and “United States. The Company understands and agrees that except ” are as expressly contemplated herein, defined in Regulation S under the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered U.S. Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: Act.” (ie) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company Corporation nor the Underwriters shallAgents and each of their respective representatives (including any Selling Firms, if applicable) will: (i) provide to any prospective purchasers of the Offered Securities Shares any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered SecuritiesShares, including but not limited toany advertisement, causing the sale of the Offered Securities to be advertised article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulationmedia, or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities Shares whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Offered Units to the Purchasers shall be effected upon the terms set out in the Prospectus and conditions in this Agreement and in a manner that is in compliance with applicable Securities Laws. The Agents will use commercially reasonable efforts to arrange for Purchasers for the Offered Units in the Qualifying Provinces and in those jurisdictions outside of this AgreementCanada as may be agreed upon by the Corporation and the Agents, acting reasonably, in connection with the Underwriters offer Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement Offered Units. (b) The Corporation agrees that the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters Agents shall have the right to cause the Flow-Through Shares invite one or more investment dealers (each, a “Selling Firm”) to be purchased by qualified Substituted Purchasers form a selling group to participate in the Canadian Selling Jurisdictions in place soliciting of offers to purchase the Offered Units. The Agents have the exclusive right to control all compensation arrangements between the members of the Underwriters selling group (comprised of such Selling Firms) and the Agents, provided that no additional amount shall be payable by the Corporation in accordance respect thereof. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with Applicable whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein, including Schedule “A” hereto. (c) The Corporation represents and warrants to, and covenants and agrees with, the Agents that the Corporation has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System a Passport Decision Document in respect of the proposed distribution of the Offered Units. The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with the Canadian Securities Regulators under applicable Securities Laws, and that will use its best efforts to obtain a Passport Decision Document for the obligation Final Prospectus in order to qualify the Offered Units for distribution in each of the Underwriters to purchase Qualifying Provinces, as soon as possible, and in any event not later than 4:00 pm (Toronto time) on December 13, 2010 (or such other time and/or later date as the Flow-Through Shares shall, upon completion Corporation and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from Lead Agent may agree) and until the Company. 2.2 The parties to this Agreement acknowledge that day on which the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers distribution of the Offered Securities in Units is completed, the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to fileCorporation will promptly take, or cause to be filed, within the periods stipulated under Applicable Securities Lawstaken, all forms, documents or undertakings additional steps and proceedings that may from time to time be required under applicable Securities Laws to be filed by the Company in connection with the issue and sale of the Offered Securities so that qualify the distribution of the Offered Securities may lawfully occur without Units in the necessity Qualifying Provinces. (d) The Agents shall, upon the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Principal Regulator, deliver one copy of filing a prospectus, a registration statement or other offering document the Final Prospectus (together with any Commission amendments thereto) to all persons resident in the Selling JurisdictionsQualifying Provinces who are to acquire the Offered Units. (e) Prior to the filing of the Preliminary Prospectus, the Final Prospectus and the Underwriters agrees Closing, the Corporation shall have permitted the Agents to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers review each of the Offered Preliminary Prospectus and the Final Prospectus and shall allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as agents under applicable Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within Laws and in order to enable the meaning of Applicable Securities Laws, except for Agents to responsibly execute the Offering Document; or (ii) engage certificate in any form of general solicitation or general advertising in connection with the offer Preliminary Prospectus and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities Final Prospectus required to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited executed by general solicitation or advertisingthem.

The Offering. 2.1 Subject (a) The sale of the Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement, the Underwriters offer to . (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell Units pursuant to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through SharesFinal Prospectus. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold Each Purchaser in the United States except shall purchase the Units (or Additional Securities, as applicable) pursuant to the exemption from the registration requirement of the Final U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United StatesPlacement Memorandum. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities Each Purchaser in the United States is being made by shall also purchase the Underwriters, acting through its U.S. Affiliates, Units or Additional Securities in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Units in accordance with such procedures as the Corporation and the Underwriters may mutually agree, on a private-placement basis acting reasonably, in order to Qualified Institutional Buyers in fully comply with applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of filing a prospectusits directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Underwriters shall have the right to invite one or more dealers (each, a registration statement or other offering document with “Selling Firm”) to form a selling group to participate in soliciting offers to purchase the Units. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Underwriters. The Corporation grants all of the rights and benefits of this Agreement to any Commission in Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling JurisdictionsFirms, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. Any Underwriter who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to ensure such Selling Firm agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection Underwriters to comply with such filings shall be paid the covenants and obligations given by the CompanyUnderwriters herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Underwriters offer Offering; provided, however, it is understood that the Agents are under no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, any of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the CompanyUnits. 2.2 The parties to this Agreement acknowledge that (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United StatesFinal Prospectus. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the United States is being made by Corporation and the UnderwritersAgents may mutually agree, acting through its U.S. Affiliatesreasonably, in accordance order to fully comply with this Agreement, on a private-placement basis to Qualified Institutional Buyers in applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of filing a prospectusits directors, a registration statement officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other offering document with any Commission authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Agents shall have the right to invite one or more Selling Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling JurisdictionsFirms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Underwriters Leaf Agent hereby accepts such trust and agrees to assist the Company in all hold such rights and benefits for and on behalf of such Selling Firms. The Lead Agent shall use its commercially reasonable respects efforts to secure compliance with all regulatory requirements in connection ensure such Selling Firm agrees with the Offering. All fees payable in connection Agents to comply with such filings shall be paid the covenants and obligations given by the CompanyAgents herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Offered Shares to the Purchasers shall be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Final Prospectus, U.S. Final Prospectus, the Blue Sky Registrations (as defined below), and conditions of in this Agreement, . The Agents will use commercially reasonable best efforts to arrange for Purchasers for the Underwriters offer to purchase Offered Shares in the Flow-Through Shares, Qualifying Jurisdictions and in those jurisdictions outside of Canada and United States as may be agreed upon by acceptance of this Agreement the Company agrees to sell to the Underwriters, Corporation and the Underwriters agree to purchase at Agents, each acting reasonably, in connection with the Closing Time on Offering. (b) The Corporation agrees that the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters Agents shall have the right to cause the Flow-Through Shares invite one or more investment dealers (each, a “Selling Firm”) to be purchased by qualified Substituted Purchasers form a selling group to participate in the Canadian Selling Jurisdictions in place soliciting of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters offers to purchase the Flow-Through Shares shall, upon completion Offered Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and settlement benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such salesrights and benefits for such Selling Firms, be reduced by an amount equal and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. (c) The Agents shall ensure that any Selling Firm appointed pursuant to the number provisions of Flow-Through Shares purchased subsection 2(b), if any, shall: (i) be compensated by such Substituted Purchasers the Agents from their compensation hereunder; and (ii) agree to comply with the Companycovenants and obligations given by the Agents herein. 2.2 (d) The parties Corporation represents and warrants to this Agreement acknowledge the Agents that the Corporation has prepared and filed the Preliminary Prospectus, U.S. Preliminary Prospectus, Blue Sky Registrations and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Provinces and acceptance of the U.S. Preliminary Prospectus on E▇▇▇▇ or the applicable state security regulator in the case of the Blue Sky Registrations. Further, the Corporation represents and warrants that the Corporation has prepared and filed the Registration Statement in conformity with the requirements of applicable United States federal securities laws, including the U.S. Preliminary Prospectus and such amendments and supplements thereto as may have been required to the date of this Agreement. The Corporation represents and warrants that the Corporation has taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Securities have not been Shares and the Broker Shares, under applicable securities or the blue sky laws of the states of the United States set forth on Exhibit A hereto (each such state, a “U.S. Registration State”). The Corporation shall promptly notify the Agents of the effectiveness of registration or exemption of each U.S. Registration State as such is obtained (each, a “Blue Sky Registration”). The Corporation has prepared and will not be registered promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces, the U.S. Final Prospectus with the SEC, and the U.S. Final Prospectus and Blue Sky Registrations and all necessary other materials with the SEC and U.S. Registration States, as applicable. Further, the Corporation will use its best efforts to obtain a receipt under the Passport System for the Final Prospectus and effectiveness of the Registration Statement in the U.S. Securities Act and may not be offered or sold the effectiveness of the Blue Sky Registrations in order to qualify the Offered Shares and the Broker’s Warrants for distribution in each of the Qualifying Provinces and in the United States except pursuant and the U.S. Registration States, as applicable and until the day on which the distribution of the Offered Shares and the Broker’s Warrants is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to qualify the exemption from distribution of the registration requirement Offered Shares and the Broker’s Warrants in the Qualifying Provinces and with the SEC and in the U.S. Registration States, as applicable. (e) The Agents shall, upon the Corporation obtaining a receipt for the Final Prospectus and upon the filing of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state Final Prospectus, deliver one copy of the United States. The Company understands Final Prospectus and agrees that except as expressly contemplated hereinU.S. Final Prospectus (together with any Supplementary Material and materials related to Blue Sky Registrations, if any) to all persons resident in the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in Qualifying Provinces, the United States, and that the offer U.S. Registration States, as applicable, who are to purchase acquire the Offered Shares. (f) The Corporation has permitted the Agents to review the Final Prospectus and U.S. Final Prospectus and to conduct such due diligence investigations necessary to fulfil its obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the United States is being made Final Prospectus required to be executed by them. (g) The Corporation and the Agents covenant and agree: (i) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Underwriters, acting through its U.S. Affiliates, Corporation with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; (ii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this AgreementSection 2; (B) the Preliminary Prospectus, on a privatethe Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Final Prospectus or any Supplementary Material; and (C) any “standard term sheets”, as defined in NI 41-placement basis 101, approved in writing by the Corporation and the Agents; and (iii) that any Marketing Materials approved and filed in accordance with this Section 2 and any standard term sheets approved in writing by the Corporation and the Agents shall only be provided to Qualified Institutional Buyers potential investors in the United States, it being understood and agreed that Qualifying Jurisdictions where the provision of such sales do Marketing Materials or standard term sheets does not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under contravene Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (1) The sale of the Debentures to the Purchasers is to be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Prospectus and conditions of in this Agreement. The Agents will use their reasonable best efforts to arrange for Purchasers for the Debentures in the Qualifying Provinces in connection with the Offering; however, it is understood and agreed that the Underwriters offer Agents shall have no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement the Debentures. (2) The Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfiedprior written consent of the Company, such consent not to be unreasonably withheld, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall Agents have the right to cause the Flow-Through Shares invite one or more investment dealers (each, a “Selling Firm”) to be purchased by qualified Substituted Purchasers form a selling group to participate in the Canadian Selling Jurisdictions in place soliciting of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters offers to purchase the Flow-Through Shares Debentures. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this Section 2.2(2) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agree with the Agents to comply with the covenants and obligations given by the Agents herein. (3) The Agents shall, upon completion and settlement the Company obtaining the Final Receipt, deliver one copy of such sales, be reduced by an amount equal the Final Prospectus (together with any amendments thereto) to all Persons resident in the number of Flow-Through Shares purchased by such Substituted Purchasers from Qualifying Provinces who are to acquire the CompanyDebentures. 2.2 The parties to (4) Notwithstanding the foregoing provisions of this Agreement acknowledge that the Offered Securities have not been and Section 2.2, an Agent will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant liable to the exemption from Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent. (5) In the registration requirement event that the Company is required by Securities Laws of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation Qualifying Provinces to prepare and file a prospectusany Supplementary Materials, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation shall prepare and deliver promptly to the Agents signed and certified copies of such Supplementary Materials. Any Supplementary Materials shall be in that jurisdiction. 2.3 The Company hereby agrees form and substance satisfactory to comply with all Applicable Securities Laws on a timely basis in connection the Agents. Concurrently with the Offering and undertakes delivery of any Supplementary Materials, the Company shall deliver to filethe Agents, or cause with respect to be filed, within the periods stipulated under Applicable Securities Laws, all formssuch Supplementary Material, documents or undertakings required similar to be filed those referred to in Section 6.1 and the Agents agree to deliver a copy of any Supplementary Material to each Purchaser arranged by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the CompanyAgents. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters Agents shall offer to purchase for sale the Flow-Through Shares, and by acceptance of this Agreement Shares in the Company agrees to sell Canadian Selling Jurisdictions on a commercially reasonable agency basis in compliance with all Applicable Securities Laws pursuant to the Underwriters, LIFE such that the offer and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all sale of the Flow-Through Shares . The Underwriters shall have does not obligate the right Company to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document under Applicable Securities Laws, and that other than the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the CompanyOffering Document. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption available exemptions from the registration requirement requirements of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees parties agree that except as expressly contemplated herein, (i) the Underwriters may Agents will not arrange for Substituted Purchasers or End Initial Purchasers of the Offered Securities Flow-Through Shares in the United States, and that the (ii) any offer to purchase the Offered Securities any Resale Shares to investors in the United States is being will be made by the UnderwritersAgents, acting through its their respective U.S. Affiliates, in accordance with this Agreement, on a private-private- placement basis to Qualified Institutional Buyers "accredited investors" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees Agents agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters Agents shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) The sale of the Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement, the Underwriters offer to . (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Flow-Through Shares, Units pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Units pursuant to the U.S. Placement Memorandum and by acceptance of in accordance with Schedule “B” to this Agreement Agreement. Each other Purchaser shall purchase the Units in accordance with such procedures as the Company agrees to sell to the Underwriters, and the Underwriters agree Underwriter may mutually agree, acting reasonably, including the execution of representation letters by each Purchaser of Units in Selling Jurisdictions outside of Canada and the United States confirming that no registration or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Company (or any of its directors, officers or employees) to purchase at any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the Closing Time on United States will be required. (c) The Company agrees that the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters Underwriter shall have the right to cause the Flow-Through Shares invite one or more dealers (each, a “Selling Firm”) to be purchased by qualified Substituted Purchasers form a selling group to participate in the Canadian Selling Jurisdictions in place soliciting of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters offers to purchase the Flow-Through Shares shall, upon completion and settlement Units. The Underwriter shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such sales, be reduced by an amount equal to Selling Firms) and the number Underwriter. The Company grants all of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to rights and benefits of this Agreement acknowledge that to any Selling Firm so appointed by the Offered Securities have not been Underwriter and will not be registered under appoints the U.S. Securities Act Underwriter as trustees of such rights and may not be offered or sold in benefits for such Selling Firms, and the United States except Underwriter hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. Any Underwriter who appoints a Selling Firm pursuant to the exemption from provisions of this Section 3(c) shall use its commercially reasonable efforts to ensure such Selling Firm agrees with the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees Underwriter to comply with all Applicable Securities Laws on a timely basis in connection with the Offering covenants and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed obligations given by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the CompanyUnderwriter herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to (a) The Offering shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement, the Underwriters offer to . (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell Offered Units pursuant to the Underwriters, Final Prospectus. Each other Substituted Purchaser shall purchase the Offered Units in accordance with such procedures as the Corporation and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwritersmutually agree, acting through its U.S. Affiliatesreasonably, in accordance order to fully comply with this Agreement, on a private-placement basis to Qualified Institutional Buyers in applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations), or subject the Corporation (or any of filing a prospectusits directors, a registration statement officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other offering document with any Commission authority, under applicable Securities Laws in such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Underwriters shall have the right to invite one or more dealers to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered Units. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the Selling JurisdictionsGroup and the Underwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so engaged by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firm, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firm. Any Underwriter who engages a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to ensure such Selling Firm agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection Underwriters to comply with such filings shall be paid the covenants and obligations given by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.herein.‌

The Offering. 2.1 Subject (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement. The Agent will use its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions an in those Selling Jurisdictions outside Canada as may be agreed upon by the Agent and the Corporation, acting reasonably, in connection with the Underwriters offer Offering; provided, however, it is understood that the Agent is under no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, any of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the CompanyUnits. 2.2 The parties to this Agreement acknowledge that (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities have not been and will not be registered under pursuant to the U.S. Securities Act and may not be offered or sold Final Prospectus. Each Purchaser in the United States except shall purchase the Offered Securities pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder Placement Memorandum and similar exemptions under applicable securities laws of any state of the United Statesin accordance with Schedule “A” to this Agreement. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the United States is being made by Corporation and the UnderwritersAgent may mutually agree, acting through its U.S. Affiliatesreasonably, in accordance order to fully comply with this Agreement, on a private-placement basis to Qualified Institutional Buyers in applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of filing a prospectusits directors, a registration statement officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other offering document with any Commission authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Agent shall have the right to invite one or more Selling Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling JurisdictionsFirms) and the Agent. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agent and appoints the Agent as trustee of such rights and benefits for such Selling Firms, and the Underwriters Agent hereby accepts such trust and agrees to assist the Company in all hold such rights and benefits for and on behalf of such Selling Firms. The Agent shall use its commercially reasonable respects efforts to secure compliance with all regulatory requirements in connection ensure such Selling Firm agrees with the Offering. All fees payable in connection Agent to comply with such filings shall be paid the covenants and obligations given by the CompanyAgent herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to (a) Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except Units pursuant to the exemption from Final Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the registration requirement of Final Prospectus in Canada, only on a private placement basis under the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, jurisdiction in which the Underwriters may not arrange for Substituted Purchasers purchaser is resident or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliateslocated, in accordance with such procedures as the Company and the Agent may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 (b) The Company hereby agrees to comply with all Applicable Securities Laws in the Qualifying Jurisdictions on a timely basis in connection with the Offering distribution of the Offered Units and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Company shall execute and file with the Securities Laws, Commissions all forms, documents or undertakings notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws in the Company in connection with Qualifying Jurisdictions. (c) The Agent shall use its “commercially reasonable efforts” to arrange for the issue and sale purchase of the Offered Securities so that Units for sale: (i) in the distribution Qualifying Jurisdictions and (ii) subject to the consent of the Offered Company, acting reasonably, in such other jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities may lawfully occur without Laws and the necessity applicable securities laws of filing such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus, a prospectus or registration statement or other offering similar document with any Commission in the Selling Jurisdictions, such jurisdictions and the Underwriters agrees Company will not be subject to assist the Company in all reasonable respects to secure compliance with all regulatory any continuous disclosure requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Companyjurisdiction. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from Prospectus Supplement. Each other Purchaser participating in the registration requirement Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of the this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 ). The Company Corporation hereby agrees to comply secure compliance with all Applicable Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering and undertakes to file, or cause required to be filedfiled pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Securities Laws, Laws outside of Canada and at the Corporation’s expense all forms, documents or undertakings private placement forms required to be filed by the Company Corporation in connection with the issue Offering and sale of the Offered Securities pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus, a registration statement prospectus or other offering any similar document with any Commission in under the Selling Jurisdictions, and the Applicable Laws outside of Canada The Underwriters agrees agree to assist the Company Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. (b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. All fees It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A. (c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with such filings shall be paid by the Company. 2.4 Neither distribution of the Company nor Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters shallwill: (i) provide use all commercially reasonable efforts to prospective purchasers complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any document or event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other material that would constitute an offering memorandum or "future-oriented financial information" within jurisdictions subject to Section 3(c)(ii). (d) The Corporation will forthwith: (i) file, concurrently with the meaning execution of Applicable this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws, except for ; and (ii) elect to use the Offering DocumentPassport System and designate the OSC as the principal regulator thereunder. (e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) engage the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any form reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of general solicitation the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities. (f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or general advertising absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations. (g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the offer and sale of Offering, except any portions thereof that are provided by the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertisingUnderwriters.

The Offering. 2.1 Subject (a) The sale of the Offered Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement, the Underwriters offer to . (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell Offered Units pursuant to the UnderwritersFinal Prospectus. Each Purchaser who is, and or is purchasing for the Underwriters agree to purchase at the Closing Time on the Closing Dateaccount or benefit of, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase a U.S. Person or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold a person in the United States except shall purchase the Offered Units pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder Placement Memorandum and similar exemptions under applicable securities laws of any state of the United Statesin accordance with Schedule “C” to this Agreement. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to Each other Purchaser shall purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, Units in accordance with this Agreementsuch procedures as the Corporation and the Agents may mutually agree, on a private-placement basis acting reasonably, in order to Qualified Institutional Buyers in fully comply with applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus or similar document with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations), or subject the Corporation (or any of filing a prospectusits directors, a registration statement officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other offering document with any Commission authority, under applicable Securities Laws in such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Agents shall have the right to invite one or more dealers to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered Units. The Agents shall have the exclusive right to control all compensation arrangements between the members of the Selling JurisdictionsGroup and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firm, and the Underwriters Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firm. Any Agent who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to ensure such Selling Firm agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection Agents to comply with such filings shall be paid the covenants and obligations given by the CompanyAgents herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the terms Final Prospectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable Securities Laws of the jurisdiction in which the Purchaser is resident or located, in accordance with such procedures as the Company and conditions of this Agreement, the Underwriters offer may mutually agree, acting reasonably, in order to purchase fully comply with applicable Laws and the Flow-Through Shares, and by acceptance terms of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties (including Schedule “A” to this Agreement acknowledge that the Offered Securities have not been with respect to offers and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement sales of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 ). The Company hereby agrees to comply secure compliance with all Applicable Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Company shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering and undertakes to file, or cause required to be filedfiled pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Securities Laws, applicable Laws outside of Canada and at the Company’s expense all forms, documents or undertakings private placement forms required to be filed by the Company in connection with the issue Offering and sale of the Offered Securities pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus, a registration statement prospectus or other offering any similar document with any Commission in under the Selling Jurisdictions, and the applicable Laws outside of Canada. The Underwriters agrees agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. (b) The Company understands that although this Agreement is presented on behalf of the Underwriters as Purchaser, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Securities. All fees payable in connection with such filings shall It is further understood that the Underwriters agree to purchase or cause to be paid purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Company. 2.4 Neither Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Company nor (but will not relieve the Underwriters shall: (i) provide from paying to prospective purchasers of the Company the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities any document sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A. (c) The Company agrees that the Lead Underwriter will have the right to invite one or other material that would constitute an offering memorandum more registered dealers or "future-oriented financial information" within the meaning of Applicable Securities Lawsbrokers (each, except for the Offering Document; or (iia “Selling Firm”) engage in any form of general solicitation or general advertising in connection as agents to assist with the offer and sale of the Offered Securities. The Lead Underwriter has the exclusive right to control all compensation arrangements between the members of the selling group, including but not limited such compensation to be payable by the Lead Underwriter. The Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Lead Underwriter and appoints the Lead Underwriter as trustees of such rights and benefits for such Selling Firms, and the Lead Underwriter hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Lead Underwriter will, and will cause any Selling Firm to agree to, causing comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. (d) The Company represents and warrants to, and covenants and agrees with, the Underwriters that the Company has prepared and will concurrently with the execution and delivery of this Agreement, file the Preliminary Prospectus and other related documents (including, without limitation, any Marketing Materials to be prepared in respect of the Offering) relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Securities in accordance with the Securities Laws and the Company shall make its best efforts to be advertised in any newspaperobtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by no later than 5:00 p.m. (Pacific time) on January 13, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display2021. (e) The Company shall promptly resolve all comments received of, or conduct deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. On or before January 21, 2021 the Company shall have prepared and filed the Final Prospectus and other related documents (including any seminar or meeting Marketing Materials prepared in respect of the Offering if not previously filed by the Company) relating to the offer and sale proposed distribution of the Offered Securities whose attendees in the Qualifying Jurisdictions in accordance with the Securities Laws and the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by 5:00 pm (Pacific time) on January 21, 2021 (or such other time and/or later date as the Company and the Lead Underwriter may agree). (f) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have been invited exercised their termination rights pursuant to Sections 13 and 14, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Company filing the Final Prospectus, and upon receiving sufficient copies of the Final Prospectus from the Company in accordance with subsection 5(d)(i), deliver one copy of the Final Prospectus (together with any amendments thereto) to all Persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities. (g) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus and the Closing, the Company will have permitted the Underwriters, their legal counsel and consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the business and affairs of the Company and its subsidiaries and the business conducted by general solicitation the Company and its subsidiaries before the Closing of the Offering. Without limiting the foregoing, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, require in order to fulfil their obligations as underwriters and to execute the certificates required of them in each of the Preliminary Prospectus, and the Final Prospectus, and in that regard the Company will make available to the Underwriters, their legal counsel and consultants, on a timely basis, all corporate and operating records, all legal information, material Contracts, technical reports, Financial Information, budgets, and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and its subsidiaries as well as of their respective directors, officers, and employees and the Company will make available senior management, the chair of the audit committee, legal counsel to the Company and other applicable experts to participate in one or advertisingmore due diligence sessions to be held prior to the Closing Date. All information furnished to the Underwriters and their counsel in connection with the due diligence investigations of the Underwriters will be treated by the Underwriters, their legal counsel and consultants as confidential and will only be used in connection with the Underwriters’ engagement hereunder. (h) The Underwriters may retain the services of independent consultants, mutually acceptable to both the Lead Underwriter and the Company (such acceptance not to be unreasonably withheld or delayed). To complete its due diligence investigations, senior management of the Company will make themselves available to provide such assistance in marketing the Offering as the Lead Underwriter may reasonably request. Each of the Offering Documents shall be in form and substance satisfactory to the Lead Underwriter and in compliance with applicable Securities Laws of the Qualifying Jurisdictions. (i) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Company. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Company or any security holder for any damages arising out of the inaccuracy or incompleteness of such information. The Company maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters. (j) If the Company makes information concerning the Company or the Offering available to third parties, the Company will bear the sole responsibility for the accuracy and completeness of the information provided to third parties. The Company represents and warrants to the Lead Underwriter that: (i) the information so provided to third parties will be accurate and complete in all material respects and will not be misleading or omit to state any fact or information which would be material to parties considering the Offering, and (ii) all information and documentation concerning the Company and the Offering that is provided to the Lead Underwriter in connection with this Agreement will be accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material to a financial advisor and agent performing the services contemplated herein.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to (a) Each Purchaser resident in a Qualifying Province shall purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Offered Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United StatesFinal Prospectus. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply secure compliance with all Applicable Securities Laws of the Qualifying Provinces on a timely basis in connection with the Offering distribution of the Offered Shares. Upon request by the Underwriters, and undertakes subject to filethe provisions of subsection 4(b), or cause the Corporation and the Underwriters each agree to be filed, file within the periods stipulated under Applicable the Securities LawsLaws of the United States, and at the expense of the Corporation, all forms, documents or undertakings post-closing filings required to be filed made by the Company Corporation or the Underwriters, as applicable, in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission Offering in the Selling Jurisdictions, and the United States. The Underwriters agrees agree to assist the Company Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. (b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Shares. All fees payable It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and if the Over-Allotment Option is exercised, the Additional Shares being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers, except in connection with respect of the GCILP Group which is conditional on the Corporation providing information and documentation related thereto as required by the Co-Lead Underwriters, acting reasonably. Each Substituted Purchaser shall purchase Offered Shares at the Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Shares, the obligations of the Underwriters to do so will be reduced by the number of Offered Shares purchased by the Substituted Purchasers from the Corporation (but shall not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Share purchased by such filings Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” shall be paid taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Shares sold pursuant to Rule 144A shall first be purchased by the CompanyUnderwriters, acting as principal, and resold in transactions in accordance with Rule 144A; (c) The Corporation agrees that the Underwriters shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Shares. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. Subject to Sections 16 and 17 hereof, the Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firms, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Underwriters shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(c) or with whom the Underwriters have a contractual relationship with respect to the Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein or to which the Underwriters are subject. 2.4 Neither the Company nor (d) The Corporation represents and warrants to, and covenants and agrees with, the Underwriters shallthat the Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Preliminary Prospectus and other related documents relating to the proposed distribution in the Qualifying Provinces of the Offered Shares in accordance with the Securities Laws and the Corporation shall obtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by no later than 2:00 p.m. (Toronto time) on January 23, 2018. (e) The Corporation shall promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Corporation shall have prepared and filed the Final Prospectus and other related documents relating to the proposed distribution of the Offered Shares in the Qualifying Provinces in accordance with the Securities Laws and the Corporation shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by 5:00 pm (Toronto time) on January 30, 2018 (or such other time and/or later date as the Corporation and the Co-Lead Underwriters may agree). (f) Until the earlier of the date on which: (i) provide to prospective purchasers the distribution of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering DocumentShares is completed; or (ii) engage the Underwriters have exercised their termination rights pursuant to Sections 12 and 13, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Shares or, in the event that the Offered Shares have, for any form reason, ceased so to qualify, to so qualify again the Offered Shares, as applicable, for distribution in the Qualifying Provinces. The Underwriters shall, upon the Corporation obtaining a receipt for the Final Prospectus from or on behalf of general solicitation each of the Canadian Securities Regulators, and upon receiving sufficient copies of the Final Prospectus from the Corporation in accordance with subsection 5(d)(ii), deliver one copy of the Final Prospectus (together with any amendments thereto) to all persons resident in the Qualifying Provinces who are to acquire the Offered Shares. (g) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus and the Closing, the Corporation shall have permitted the Underwriters to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or general advertising absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations. (h) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the offer and sale of Offering, except any portions thereof that are provided by the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertisingUnderwriters.

The Offering. 2.1 Subject to the terms and conditions (a) Each purchaser of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except Units pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities Offering resident in the United States, and that the offer to a Qualifying Jurisdiction shall purchase the Offered Securities in Units pursuant to the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 Final Prospectus. The Company hereby agrees to comply with all Applicable applicable Canadian Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may Units to enable the Units and the Over-Allotment Units, if applicable, to be lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission distributed in the Selling Jurisdictions, and Qualifying Jurisdictions in accordance with Canadian Securities Laws through the Underwriters agrees or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions and acting in compliance with Canadian Securities Laws applicable to them and terms of their respective registrations. The Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable . (b) The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Units; and in connection with private placements of the Offered Units in the United States only in accordance with the U.S. Securities Laws, the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” of this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Over- Allotment Units being issued by the Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Offered Units at the Issue Price, and to the extent that Substituted Purchasers purchase Offered Units, the obligations of the Underwriters to do so will be reduced by the number of Offered Units purchased by the Substituted Purchasers from the Company (but shall not relieve the Underwriters from paying to the Company the Issue Price per Offered Unit purchased by such filings Substituted Purchasers). Any reference in this Agreement hereafter to “purchasers” shall be paid taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Units sold pursuant to Rule 144A shall first be purchased by the Company.Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A. 2.4 Neither the (c) The Company nor agrees that the Underwriters shall, at their own expense, have the right to appoint one or more registered investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Units. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, provided that such compensation shall be payable by, and the sole responsibility of, the Underwriters. The Underwriters shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 1(c) or with whom the Underwriters have a contractual relationship with respect to the Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein or to which the Underwriters are subject.‌ (d) The Company represents and warrants to, and covenants and agrees with, the Underwriters that the Company has prepared and will promptly, after the execution and delivery of this Agreement, file with the Canadian Securities Regulators the Preliminary Prospectus and other related documents relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Units in accordance with the Canadian Securities Laws and the Company shall use its reasonable efforts to obtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 on the date of such filing, and in any event shall obtain such receipt by no later than 4:00 p.m. (Toronto time) on April 18, 2019; (e) The Company shall use its reasonable efforts to promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Company shall have prepared and filed the Final Prospectus and other related documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions in accordance with the Canadian Securities Laws and the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by 4:00 pm (Toronto time) on May 8, 2019 (or such other time and/or later date as the Company and Eight Capital (on behalf of the Underwriters) may mutually agree). (f) Until the earlier of the date on which: (i) provide to prospective purchasers the distribution of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering DocumentUnits is completed; or (ii) engage in any form of general solicitation the Underwriters have exercised their termination rights pursuant to Section 10, the Company will promptly take, or general advertising in connection with cause to be taken, all additional steps and proceedings that may from time to time be required under the offer and sale Canadian Securities Laws to continue to qualify the distribution of the Offered SecuritiesUnits or, including but not limited toin the event that the Offered Units have, causing for any reason, ceased so to qualify, to so qualify again the sale Offered Units, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters shall, upon the Company obtaining a receipt for the Final Prospectus from or on behalf of each of the Canadian Securities Regulators, and upon receiving sufficient copies of the Final Prospectus from the Company in accordance with subsection 3(d)(ii), deliver one copy of the Final Prospectus (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Units. (g) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus and the Closing, the Company shall have permitted the Underwriters to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfil their obligations as underwriters under applicable Canadian Securities Laws to enable the Underwriters to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited executed by general solicitation or advertisingthem.

The Offering. 2.1 Subject (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions of set out in the Prospectus and in this Agreement. The Agent will use its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agent and the Corporation, acting reasonably, in connection with the Underwriters offer Offering; provided, however, it is understood that the Agent is under no obligation to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, any of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the CompanyUnits. 2.2 The parties to this Agreement acknowledge that (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United StatesFinal Prospectus. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the United States is being made by Corporation and the UnderwritersAgent may mutually agree, acting through its U.S. Affiliatesreasonably, in accordance order to fully comply with this Agreement, on a private-placement basis to Qualified Institutional Buyers in applicable Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including as to the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of filing a prospectusits directors, a registration statement officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other offering document with any Commission authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Agent shall have the right to invite one or more Selling Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling JurisdictionsFirms) and the Agent. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agent and appoints the Agent as trustee of such rights and benefits for such Selling Firms, and the Underwriters Agent hereby accepts such trust and agrees to assist the Company in all hold such rights and benefits for and on behalf of such Selling Firms. The Agent shall use its commercially reasonable respects efforts to secure compliance with all regulatory requirements in connection ensure such Selling Firm agrees with the Offering. All fees payable in connection Agent to comply with such filings shall be paid the covenants and obligations given by the CompanyAgent herein. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject The Company also agrees that the Placement Agent shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the terms Company for or in connection with the engagement of the Placement Agent, (i) except as provided below with respect to the Placement Agent's obligations to indemnify to the Company; and conditions of this Agreement, (ii) where such loss has been judicially determined to be solely due to the Underwriters offer Placement Agent's gross negligence or willful misconduct. These indemnification provisions shall be in addition to purchase the Flow-Through Shares, and by acceptance of this Agreement any liability which the Company agrees to sell may otherwise have to the UnderwritersPlacement Agent or the persons indemnified below in this sentence and shall extend to the following: the Placement Agent, its affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the Underwriters agree to purchase at the Closing Time on the Closing Dateofficers, alldirectors, employees, legal counsel, agents and not less than all, controlling persons of the Flow-Through Sharesany of them. The Underwriters acknowledge that, subject All references to the conditions contained Placement Agent in section 6 hereof being satisfied, the Underwriters these indemnification provisions shall become obligated be understood to purchase or cause to be purchased include any and all of the Flow-Through Shares foregoing. The Underwriters If any action, suit, proceeding or investigation is commenced, as to which the Placement Agent proposes to demand indemnification, it shall notify the Company with reasonable promptness (provided, however, that any failure by the Placement Agent to notify the Company shall not relieve the Company from its obligations hereunder), and the Company shall have the right to cause assume the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement defense of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United Statesaction. The Company understands and agrees that except as expressly contemplated herein, Placement Agent shall have the Underwriters may not arrange for Substituted Purchasers or End Purchasers right to retain counsel of the Offered Securities in the United States, and that the offer its own choice to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company includingrepresent it, but not limited to, any continuing obligation the fees and expenses of such counsel shall be at its expense unless the employment of such counsel shall have been authorized in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed writing by the Company in connection with the issue and sale defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to the Placement Agent to have charge of the Offered Securities so defense of such action or the Placement Agent shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the distribution Company, in any of which events such fees and expenses shall be borne by the Company. Any such counsel of the Offered Securities may lawfully occur without Placement Agent shall, to the necessity of filing a prospectusextent consistent with its professional responsibilities, a registration statement or other offering document cooperate with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company and any counsel designated by the Company. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all reasonable respects to secure compliance with all regulatory requirements indemnified parties in connection with any one action or separate but similar or related actions in the Offeringsame jurisdiction arising out of the same general allegations or circumstances. All fees payable The Company shall not, without the prior written consent of the Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in connection with respect thereof, unless such filings shall be paid settlement, compromise or consent includes, as a unconditional term thereof, the giving by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating claimant to the offer and sale Placement Agent of an unconditional release from all liability in respect of such claim. Anything in this Section 13 to the Offered Securities whose attendees have been invited by general solicitation contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or advertisingaction effected without its written consent; provided however, that such consent was not unreasonably withheld.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to (a) Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except Units pursuant to the exemption from Final Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the registration requirement of Final Prospectus in Canada, only on a private placement basis under the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, jurisdiction in which the Underwriters may not arrange for Substituted Purchasers purchaser is resident or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliateslocated, in accordance with such procedures as the Company and the Agents may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 (b) The Company hereby agrees to comply with all Applicable Securities Laws in the Qualifying Jurisdictions on a timely basis in connection with the Offering distribution of the Offered Units and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Company shall execute and file with the Securities Laws, Commissions all forms, documents or undertakings notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws in the Company in connection with Qualifying Jurisdictions. (c) The Agents shall use their “best efforts” to arrange for the issue and sale purchase of the Offered Securities so that Units for sale: (i) in the distribution Qualifying Jurisdictions and, subject to the consent of the Offered Company (acting reasonably); and (ii) in such other jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities may lawfully occur without Laws and the necessity applicable securities laws of filing such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus, a prospectus or registration statement or other offering similar document with any Commission in the Selling Jurisdictions, such jurisdictions and the Underwriters agrees Company will not be subject to assist the Company in all reasonable respects to secure compliance with all regulatory any continuous disclosure requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Companyjurisdiction. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. (a) The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply secure compliance with all Applicable Securities Laws on a timely basis in connection with the Offering distribution of the Debentures and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Corporation will execute and file with the Securities Laws, Commissions all forms, documents or undertakings notices and certificates relating to the Offering required to be filed pursuant to the Applicable Securities Laws in the Offering Jurisdictions in the time required by Applicable Securities Laws in the Offering Jurisdictions. (b) The Corporation hereby appoints the Agent as exclusive Agent, to offer and sell the Debentures on a commercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the Company parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) The Corporation understands that the Agent will have the right to and will use commercially reasonable efforts to arrange for the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of the Offered Securities so that Debentures does not obligate the distribution of the Offered Securities may lawfully occur without the necessity of filing Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of such other jurisdictions provided that no prospectus, a registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other offering document with any Commission in the Selling Jurisdictions, jurisdictions and the Underwriters agrees Corporation does not thereafter become subject to assist the Company on-going continuous disclosure obligations in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Companyother jurisdictions. 2.4 (d) Neither the Company Corporation nor the Underwriters shallAgent will: (i) provide to any prospective purchasers of the Offered Securities Debentures any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered SecuritiesDebentures, including but not limited toany advertisement, causing the sale of the Offered Securities to be advertised article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulationmedia, or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities Debentures whose attendees have been invited by general solicitation or advertising.

The Offering. 2.1 Subject ‌ (a) The Corporation agrees that the Agents will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Agents. The Agents will, and will cause any Selling Firm to agree to, comply with Securities Laws in connection with the distribution of the Debenture Units and will offer the Debenture Units for sale to the public directly and through Selling Firms upon the terms and conditions of set out in the Final Prospectus and this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not triggerAgents will: (i) any obligation use all commercially reasonable efforts to prepare complete and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees cause each Selling Firm to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that complete the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, as soon as reasonably practicable; and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; or (ii) engage in any form as soon as practicable after the completion of general solicitation or general advertising in connection with the offer and sale distribution of the Offered Securities, including but not limited tonotify the Corporation thereof, causing on their behalf and on behalf of the sale Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(b)(ii).‌ (b) The Agents and any Selling Firm will be entitled to offer and sell the Offered Securities only in: (i) the Qualifying Jurisdictions; and (ii) with the prior written consent of the Corporation, in jurisdictions other than the Qualifying Jurisdictions, in accordance with any applicable securities and other laws in the jurisdictions in which the Agents and/or Selling Firms offer the Offered Securities.‌ (c) The Corporation will forthwith: (i) prepare and file the Final Prospectus and other documents with the Canadian Securities Regulators as required under Securities Laws; (ii) elect to use the Passport System and designate the ASC as the principal regulator thereunder; and (iii) obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators under the Passport System, which will also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Canadian Securities Regulators of the other Qualifying Jurisdictions and that the Corporation otherwise fulfilled all of the legal requirements to qualify the Offered Securities for distribution to the public in the Qualifying Jurisdictions through the Agents or Selling Firms. (d) Until the completion of the distribution of the Offered Securities Securities, the Corporation will promptly take, or cause to be advertised taken, all additional steps and proceedings that may from time to time be required under Securities Laws in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating the Qualifying Jurisdictions to continue to qualify the offer and sale distribution of the Offered Securities. (e) Prior to the filing of the Final Prospectus and the Closing, the Corporation will have permitted the Agents to review the Final Prospectus and will allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Agents under Securities whose attendees Laws and in order to enable the Agents to responsibly execute the certificate in the Final Prospectus required to be executed by them. (f) Closing is subject to the Minimum Offering being obtained. All funds received by the Agent for subscriptions will be held in trust by the Agents until the Minimum Offering has been obtained or will be returned to the subscribers without interest or deduction if the Minimum Offering is not obtained within the period required to complete the Offering pursuant to Securities Laws, unless the subscribers have been invited by general solicitation or advertisingotherwise instructed the Agents.

The Offering. 2.1 Subject (a) The Company understands that, although the offer to purchase the Shares is being made by the Underwriters as purchaser, the Underwriters will endeavor to arrange for Substituted Purchasers for the Shares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. The Underwriters shall offer for sale and sell the Shares in accordance with the terms and conditions of this Agreement, on a private placement basis pursuant to exemptions from the Underwriters offer to purchase prospectus requirements of Canadian Securities Laws and Regulation S under the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. Act. (b) The Underwriters acknowledge that, subject to the conditions contained in section 6 Section 9 hereof being satisfiedsatisfied and subject to the rights of the Underwriters contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares. To the extent that Substituted Purchasers purchase Shares . The at the Closing, the Underwriters shall have the right to cause the Flow-Through Shares to not be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters obligated to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares so purchased by such Substituted Purchasers from the CompanyPurchasers. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (ic) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: shall (i) provide to prospective purchasers of the Offered Securities Shares any document or other material that would constitute an offering memorandum or "future-future oriented financial information" information within the meaning of Applicable Canadian Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered SecuritiesShares, including but not limited to, causing the sale of the Offered Securities Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities Shares whose attendees have been invited by general solicitation or advertising. (d) The Shares shall have attached to them, whether through the electronic deposit system of the Canadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Canadian Depository for Securities in addition to the legends set out in the Subscription Agreements. (e) The Underwriters agree that all offers and sales of the Shares, by the Underwriter, prior to the expiration of the applicable distribution compliance period specified in Regulation S under the Act shall be made in compliance with the provisions of Rule 903 or Rule 904 under said Act; pursuant to registration of the Shares under the Act; or pursuant to an exemption from the registration requirements of the Act.

The Offering. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. (a) The Underwriters acknowledge that, subject to the conditions contained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to cause the Flow-Through Shares to be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms set out in the United States, Prospectus and that the offer to in this Agreement. (b) Each Purchaser resident in a Qualifying Province shall purchase the Offered Securities in pursuant to the United States is being made by the Underwriters, acting through its U.S. Affiliates, Final Prospectus. Each other Purchaser shall purchase in accordance with this Agreementsuch procedures as the Corporation and the Underwriters may mutually agree, on a private-placement basis acting reasonably, in order to Qualified Institutional Buyers in fully comply with Securities Laws and the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company Corporation hereby agrees to comply with all Applicable Securities Laws Laws, including the filing of any notices or forms, on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale distribution of the Offered Securities so that the distribution of the Offered Securities in such Selling Jurisdictions outside of Canada may lawfully occur without so as not to require registration or filing of a prospectus with respect thereto or compliance by the necessity Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any directors, officers or employees) to any inquiry, investigation or proceedings of filing a prospectusany Securities Regulator, stock exchange or other authority under applicable securities laws in such Selling Jurisdictions outside of Canada. (c) The Corporation agrees that the Underwriters shall have the right to invite one or more investment dealers (each, a registration statement or other offering document with any Commission “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Underwriters has the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling JurisdictionsFirms) and the Underwriters, which compensation shall be at the Underwriters’ sole expense. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustee of such rights and benefits for such Selling Firms, and the Underwriters hereby accepts such trust and agrees to assist hold such rights and benefits for and on behalf of such Selling Firms. The Underwriters shall ensure that any Selling Firm appointed pursuant to the Company provisions of this subsection 3(c) or with whom the Underwriters has a contractual relationship with respect to the Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein. (d) The Underwriters, acting through their U.S. Affiliates in all reasonable respects to secure compliance with all regulatory requirements Schedule “A” hereto, may offer and re-sell the Units in connection the United States or to, or for the account or benefit of, U.S. Persons, that are Qualified Institutional Buyers in accordance with Rule 144A, or offer and sell the Units to Accredited Investors in accordance with Rule 506 of Regulation D, and in each case in compliance with the Offeringprovisions of Schedule “A” hereof. All fees payable With respect to Units sold in connection the United States or to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers in compliance with Rule 144A, the Underwriters, or their U.S. Affiliates, shall purchase such filings shall be paid by Units from the Company. 2.4 Neither Corporation for resale in compliance with Rule 144A. With respect to Units sold in the Company nor United States or to, or for the account or benefit of, U.S. Persons that are Accredited Investors in accordance with Rule 506 of Regulation D, although this Agreement is presented on behalf of the Underwriters shall: (i) provide to prospective as purchasers of the Offered Securities any document Units, all Units sold in the United States or other material that would constitute an offering memorandum to, or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Offering Document; account or (ii) engage benefit of, U.S. Persons, if any, in any form accordance with Rule 506 of general solicitation or general advertising Regulation D shall be sold directly to such persons as Substituted Purchasers by the Corporation in connection compliance with Schedule “A” hereto. To the offer and sale extent that Accredited Investors purchase Units as Substituted Purchasers on the Closing Date, the obligations of the Offered SecuritiesUnderwriters to purchase Units shall be reduced by the number of Units purchased from the Corporation by such Substituted Purchasers; provided, including but not limited tohowever, causing that the sale fee payable to the Underwriters pursuant to this Agreement shall be payable in respect of any purchases of Units made in accordance with Rule 506 of Regulation D by Substituted Purchasers. Any reference in this Agreement to “the Offered Securities purchasers” of Units shall be taken to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating a reference to the offer Underwriters, as the initial committed purchaser, and sale of to the Offered Securities whose attendees have been invited by general solicitation or advertisingSubstituted Purchasers, if any.

The Offering. 2.1 Subject (a) The Company understands that, although the offer to purchase the Shares is being made by the Underwriters as purchaser, the Underwriters will endeavor to arrange for Substituted Purchasers for the Shares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. The Underwriters shall offer for sale and sell the Shares in accordance with the terms and conditions of this Agreement, on a private placement basis pursuant to exemptions from the Underwriters offer to purchase prospectus requirements of Canadian Securities Laws and Regulation S under the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not less than all, of the Flow-Through Shares. Act. (b) The Underwriters acknowledge that, subject to the conditions contained in section 6 Section 9 hereof being satisfiedsatisfied and subject to the rights of the Underwriters contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares. To the extent that Substituted Purchasers purchase Shares . The at the Closing, the Underwriters shall have the right to cause the Flow-Through Shares to not be purchased by qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of the Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters obligated to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares so purchased by such Substituted Purchasers from the CompanyPurchasers. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (ic) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Commission in the Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters shall: shall (i) provide to prospective purchasers of the Offered Securities Shares any document or other material that would constitute an offering memorandum or "future-future oriented financial information" information within the meaning of Applicable Canadian Securities Laws, except for the Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered SecuritiesShares, including but not limited to, causing the sale of the Offered Securities Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities Shares whose attendees have been invited by general solicitation or advertising. (d) The Shares shall have attached to them, whether through the electronic deposit system of the Canadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Canadian Depository for Securities in addition to the legends set out in the Subscription Agreements. (e) The Underwriters agree that all offers and sales of the Shares, by the Underwriters, prior to the expiration of the applicable distribution compliance period specified in Regulation S under the Act shall be made in compliance with the provisions of Rule 903 or Rule 904 under said Act; pursuant to registration of the Shares under the Act; or pursuant to an exemption from the registration requirements of the Act.