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

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

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

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

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

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

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

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

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

Representations and Warranties of the Corporation. The Corporation represents, warrants warrants, covenants and covenants certifies to and with the AgentsSubscriber and, if applicable, the Disclosed Purchaser that, as of the date given above and acknowledges that at the Agents are relying upon such representations, warranties and covenants, thatClosing: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) a valid and is up-to-date in respect of all material corporate filings subsisting company incorporated and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell laws of the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderProvince of British Columbia; (b) the Corporation does not have any material subsidiariesand each of its subsidiaries is duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) no proceedings have been takenall annual and quarterly reports, instituted orfinancial statements, to the knowledge of the Corporationproxy statements/information circulars, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliancepress releases, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations change reports and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly filed by or on behalf of the Corporation within the past 12 months with the Exchanges and any of the Commissions (the “Disclosure Record”) were true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings; (d) except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record as being beneficially owned by the Corporation; (e) that the financial statements of the Corporation contained in the Disclosure Record have all been made prepared in accordance with United States generally accepted accounting principles, accurately and fairly reflect the financial position, performance, cash flows and all liabilities (accrued, absolute, contingent or otherwise) of the Corporation and its subsidiaries in all material respects as of the dates thereof; (f) subject to the representations, warranties and certifications of the Subscriber herein contained being accurate and truthful in all material respects and the Subscriber fulfilling all of its covenants and obligations herein contained, the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Offered Securities; (g) there is not presently any material change, as defined in the Securities Laws, relating to the Corporation oror change in any material fact, as defined in the Securities Laws, relating to the knowledge any of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreignPurchased Securities, which could reasonably be expected to have a Material Adverse Effecthas not been fully disclosed in accordance with the requirements of the Securities Laws and the policies of the Exchanges; (th) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance issue and sale of the Offered SharesSecurities by the Corporation does not and will not conflict with, do and does not and will not (as including, without limitation, with the case may begiving of notice, the lapse of time or the happening of any other event or condition or any combination of the foregoing) conflict with or result in a material breach or violation of of, any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease ’s constating documents or any other material agreement or instrument to which the Corporation is a party or by which they are it is bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (vi) the Corporation is not included in a list party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of defaulting reporting issuers maintained the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (j) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (k) this Agreement has been or will be at the Closing Date duly authorized by all necessary corporate action on the Securities Commissions in part of the Qualifying Jurisdictions Corporation, and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations full corporate power and authority to make timely disclosure undertake the Offering and to issue, sell and deliver the Purchased Securities; (l) to the Corporation’s knowledge, after due enquiry, it is not in material default of all material changes relating any of the requirements of the Securities Laws or any of the administrative policies or notices of the Exchanges; (m) to itthe Corporation’s knowledge, after due enquiry, no order ceasing or suspending trading in securities of the Corporation nor prohibiting the sale of such disclosure securities has been made on a confidential basis that issued to and is still maintained on a confidential basis, and there is no material change relating to outstanding against the Corporation which or its directors, officers or promoters; (n) except for as provided in the Disclosure Record, no person has occurred and with respect any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation, or any other security convertible into or exchangeable for any such shares, or to which the requisite material change report has not been filed with the Securities Commissions and require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (o) each of the Corporation’s subsidiaries is a valid and subsisting corporation organized and in good standing under the laws of their respective jurisdictions of organization; (p) the Corporation and each of its subsidiaries is in all material respects conducting its business in material compliance with the all applicable laws, rules and regulations of the TSXVeach jurisdiction in which its business is carried on; (wq) the authorized capital of the Corporation has complied in all material respects with requirements consists of 500,000,000 Common Shares, of which, immediately prior to file all reportsthe Closing Date, schedules116,353,638 Common Shares are issued and outstanding; (r) as of the Closing, formsthe Purchased Securities will be validly issued and outstanding; (s) no approval, statements authorization, consent or other order of, and other documents that it no filing, registration or recording with, any governmental authority is required to file be obtained or made by the Corporation in connection with the execution and delivery by the Corporation of this Agreement or the performance by the Corporation of its obligations hereunder, except such approvals, authorizations, consents, orders, filing, registrations or recordings required under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) Securities Laws and the rules of the U.S. Exchange ActExchanges, including which shall be obtained or made by the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports Corporation prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during Closing or otherwise within the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsprescribed thereunder; (xt) neither the Corporation nor, to the knowledge none of the Corporation, its subsidiaries or any directorof their respective officers, officer, agent, employee, affiliate directors or other person employees acting on behalf of the Corporation is aware or any of its subsidiaries has taken, committed to take or has been alleged to have taken any action, directly action which would cause the Corporation or indirectly, that has resulted or would result any of its subsidiaries to be in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (and the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPAregulations promulgated thereunder) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention applicable law of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations similar effect of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation areanother jurisdiction, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the CorporationCorporation no such action has been taken by any of its agents, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate representatives or person other Persons acting on behalf of the Corporation is currently subject to or any United States sanctions administered by of its subsidiaries; and (u) the Office of Foreign Assets Control representations, warranties, covenants and certifications in this section 7 will be true and correct both as of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds execution of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose Agreement and as of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thDate.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent and the Purchasers, and acknowledges that the Agents they are relying upon such representations, representations and warranties and covenantscovenants in purchasing the Offered Securities, thatas follows: (a) the Corporation (i) is a corporation duly amalgamated incorporated and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) Province of British Columbia and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite necessary corporate power, power and authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including assets, to carry on the Business as described in the Public Disclosure); it is currently conducted and (iii) has all requisite corporate power, authority and capacity proposed to create, issue and sell the Offered Sharesbe conducted, to enter into and perform its obligations under this Agency Agreement and the Compensation Option CertificatesAgreement, and any other material agreement to carry out which it is a party, to undertake the provisions contained Offering and all other transactions contemplated herein and is not in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been takendefault of its corporate filings, instituted orand, to the knowledge of the Corporation, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding- up; (b) the Corporation has no direct or indirect subsidiaries (as such term is defined in the Securities Act (British Columbia)) other than the following (the “Subsidiary”), which is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power and authority to own, lease and operate its properties and assets, to carry on the Business as it is currently conducted and proposed to be conducted, to perform its obligations under each material agreement to which it is a party and is not in default of its corporate filings: DPM Technologies Inc. British Columbia 100% (c) the Corporation controls all of the issued and outstanding shares of the Subsidiary ,such shares are pending free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the dissolution purchase from the Corporation or liquidation the Subsidiary of any interest in any of the Corporationshares in the capital of the Subsidiary. All of the issued and outstanding shares of the Subsidiary are outstanding as fully paid and non-assessable shares; (d) other than the Subsidiary, the Corporation has conducted its business does not have material investment or proposed investment in compliance, any person; (e) the corporate records and minute books of the Corporation and the Subsidiary are complete and accurate in all material respectsrespects and contain the minutes of all meetings and all resolutions of directors and shareholders of the Corporation and the Subsidiary (in each case, subject to ordinary course updating to be completed both before and after the Closing); (f) the authorized capital of the Corporation consists of an unlimited number of common shares of which 83,836,229 Common Shares are issued and outstanding as of the date hereof, all of which shares are fully paid and non-assessable; (g) other than pursuant to the provisions of this Agreement or as set forth in this Section 4(g), as of the date of this Agreement, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than (i) outstanding stock options issued to directors, officers, employees and key consultants of the Corporation under the Corporation’s stock option plan exercisable into 8,997,500 Common Shares; and (ii) Common Share purchase warrants exercisable into 1,360,351 Common Shares; (h) to the knowledge of the Corporation, there are no shareholders’ agreements, voting trusts, proxy or other agreements governing the rights of shareholders of the Corporation. The holders of the outstanding Common Shares of the Corporation are not entitled to pre- emptive or other rights to subscribe for the Common Shares, including after exercise or conversion of any security or right to acquire any security; (i) each of the Corporation and the Subsidiary has conducted and is conducting its Business in compliance in all material respects with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, Laws of each jurisdiction in which its business Business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business Business to be carried on as it is now conducted and its property and assets to be owned, leased and operated or operated, and all such licenceslicenses, registrations and or qualifications are valid, subsisting valid and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting existing and in good standing; (ej) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue is not in default or breach of, and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificatesof, and the performance compliance with the terms of, the Transaction Documents to which it is a party, the fulfillment of the terms thereof by it and the completion of the transactions contemplated hereby therein, and therebythe issuance, including the issuance sale and sale delivery of the Offered SharesSecurities, have been duly authorized by all necessary corporate action the Broker’s Warrants, the Broker Shares issuable on exercise of the Corporation Broker’s Warrants and this Agency Agreement has been executed and delivered the Corporate Finance Fee Shares by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, hereunder do not and will not result in a material breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a material breach of, and do not and will not conflict with: (i) any statute, rule or regulation applicable to the Corporation including, without limitation, Securities Laws and the policies, rules and regulations of the CSE; (ii) any of the terms, conditions or provisions of the constating documents or by-laws or resolutions of the Corporation; (iii) any Material Contract to which the Corporation or the Subsidiary is a party or by which the Corporation or the Subsidiary is or will be contractually bound as of the Closing Time; (iv) any judgment, decree or order binding on the Corporation or the Subsidiary or any of their respective properties or assets; or (v) require the any consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchangeBody, Securities Commission or other regulatory commission or agency or any third party, party except such as those that have been obtained (or such as may be required (and shall will be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created); (k) all Material Contracts to which the Compensation Option Shares to be issued upon exercise Corporation and the Subsidiary is a party are in good standing and in full force and effect and no material default or breach exists in respect of any of them on the part of any of the Compensation Optionsparties to them and, including payment in full to the knowledge of the applicable exercise priceCorporation, will be validly issued as fully paid no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach and non-assessable Common Shareswhich would have a Material Adverse Effect; the foregoing includes all the presently outstanding Material Contracts entered into by the Corporation and the Subsidiary in the course of carrying out their operations and all operations related thereto; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of other than the Corporation’s issued securities has been sale of all of the issued and no proceedings for such purpose are threatened oroutstanding shares of Exro Europe AS, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the consolidated assets, liabilitiesliabilities or obligations (absolute, obligations contingent or otherwise) of the Corporation from the position set forth in the Financial Statements (as hereinafter defined) and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since December 31, 2019, and since that date, except as publicly disclosed, there have been no material facts, transactions, events or occurrences relating directly to the Corporation which could reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation; (m) the Corporation on has not approved, is not contemplating, has not entered into, and has no knowledge of: (i) a consolidated basischange of control (by sale or transfer of shares or sale of all or substantially all of the assets or otherwise) of the Corporation; (ii) there has not been a proposed or planned disposition of any material change in the capital stock securities by any insider or long-term debt any shareholder who owns, directly or indirectly, 5% or more of the Corporation on a consolidated basisissued and outstanding securities of the Corporation; andor (iii) any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming such, for the purchase, sale, transfer or other disposition of any material property or assets or any interest therein owned directly or indirectly by the Corporation; (n) no acquisitions or dispositions have been made by the Corporation or the Subsidiary in the three most recently completed fiscal years that are “significant acquisitions” or “significant dispositions” with the exception of the Corporation’s purchase and subsequent resale of Exro Europe AS, and the Corporation is not a party to and has not approved the entering into of any contract or agreement with respect to any acquisition or disposition of material property or assets which would require disclosure under Securities Laws; (o) as at the date hereof the Corporation has carried no reason to believe that any Person intends to cease dealing with the Corporation or the Subsidiary on its business substantially the same terms as such Person presently deals with the Corporation, which may have or result in a Material Adverse Effect; (p) the ordinary courseCorporation and the Subsidiary have good title to all real, immovable, personal and movable properties owned by it, free and clear of all Liens of any kind except for Permitted Liens; (q) there are no actions, suits, judgements, proceedings, investigations or inquiries of any kind whatsoever outstanding, pending or to the Financial Statements best of the Corporation’s knowledge, threatened against or affecting the Corporation or the Subsidiary at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which could have a Material Adverse Effect, and the Corporation has no knowledge of any basis on which any such matter might be commenced with any reasonable likelihood of success; (r) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, and has not directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do so. Other than restrictions under Securities Laws, there is no restriction on or impediment to the declaration or payment of any dividend or other distribution on the shares in the constating documents of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party; (s) other than as disclosed in the Public Record, the Corporation does not owe any material amount to, nor has the Corporation made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or security holder of the Corporation or any of its affiliates or any Person not dealing at “arm’s-length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Business. Except for usual arrangements made in the ordinary and normal course of the Business, the Corporation is not a party to any material contract, agreement or understanding with any officer, director, employee or security holder of the Corporation or any of its affiliates or any other Person not dealing at arm’s-length with the Corporation; (t) policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, employees, directors and officers of the Corporation in such amounts and covering such risks as are prudent and customary in the Business. All such policies of insurance are in full force and effect and no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy, there are no material claims by the Corporation under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; to the knowledge of the Corporation, the Corporation will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its Business. The Corporation has not been denied any insurance coverage which it has sought or for which it has applied; (u) the Corporation is in compliance in all respects with its timely and continuous disclosure obligations under the securities laws of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec and the policies, rules and regulations of the CSE; (v) the audited consolidated financial statements of the Corporation as at and for the financial period ended December 31, 2019 and the unaudited condensed consolidated interim financial statements of the Corporation as at and for the financial period ended March 31, 2020 (collectively, the “Financial Statements”): (i) are, in all material respects, consistent with the books and records of the Corporation; (ii) have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein; and (iii) present fairly, in all material respects, the financial condition position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of the Corporation on a consolidated basis as at such dates and the results of its operations and its cash flows for the periods then ended; (r) ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation does not have any liabilitiesin accordance with IFRS and, direct there has been no change in accounting policies or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that practices of the Corporation believes are without merit and/or would not have a Material Adverse Effect)since December 31, there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the 2019. The Corporation is not included in a list aware of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions any fact or circumstance presently existing that would render such Financial Statements and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXVfinancial information materially incorrect; (w) the Corporation has complied in all material respects with requirements maintains a system of internal accounting controls sufficient to file all reports, schedules, forms, statements and other documents provide reasonable assurances that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared transactions are executed in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)management’s general or specific authorization, except and transactions are recorded as may be otherwise specified in such necessary to permit preparation of financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsconformity with IFRS; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations Auditors of the Corporation are, and have been conducted at all timeswere during the period covered by their report, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian under applicable Securities Laws; (cc) Laws and there has not never been any “a reportable event” (disagreement within the meaning of National Instrument 51- 51-102 - Continuous Disclosure Obligations with between the Corporation’s Corporation and the Auditors; (ddy) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted, by the Corporation and the Subsidiary have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such taxes Taxes would not constitute an adverse material fact of the Corporation or result in have a Material Adverse Effect. All The Corporation has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation or the Subsidiary that are material, and there are no audits pending of the tax returns of the Corporation or the Subsidiary (whether federal, state, provincial, local or foreign). Except to the extent that failure to do so would not have a Material Adverse Effect, all tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities Body and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, Purchaser that: (a) the Corporation (i) is a corporation incorporated and subsisting under the laws of the Province of Ontario, has all legal capacity and requisite corporate power to own its properties and to conduct its business as it is presently being conducted, and is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity registered or otherwise qualified to carry on business in all jurisdictions in which the nature of its assets or business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereundermakes such registration or qualification necessary or advisable; (b) the Corporation does not Corporation’s Subsidiaries are corporations properly formed and subsisting under the laws of their respective jurisdictions of incorporation, have any material subsidiariesall legal capacity and requisite corporate power to own their respective properties and conduct their respective businesses as presently being conducted by them, and are duly registered or otherwise qualified to carry on business in all jurisdictions in which the nature of their assets or businesses make such registration or qualification necessary or advisable; (c) no proceedings have been taken, instituted or, to the best of its knowledge and belief, the NP Vendors are the registered and beneficial owners of approximately 80.1% of the issued and outstanding Corporation Shares, which Corporation Shares constitute approximately 80.1% of the issued and outstanding shares in the capital of the Corporation, are pending free and clear of all liens, charges, pledges, security interests, demands, adverse claims, rights or any other encumbrances whatsoever and no Person has any right, option, agreement or arrangement capable of becoming an agreement for the dissolution or liquidation acquisition of any of the CorporationCorporation Shares or any interest therein from the NP Vendors; (d) the Corporation has conducted the full legal capacity and corporate power to enter into this Agreement and to take, perform or execute all proceedings, acts and instruments necessary or advisable to consummate the other actions and transactions contemplated in this Agreement and to fulfill their respective obligations under this Agreement; (e) this Agreement has been duly executed and delivered by the Corporation and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its business terms, except as such terms may be limited by bankruptcy, insolvency, re-organization or other laws relating to the enforcement of creditors’ rights generally; (f) neither the execution, nor delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with and fulfillment of the terms and provisions of this Agreement will: (i) conflict with or result in compliancea breach of the terms, conditions or provisions of, or constitute a default under: (1) any of the constating documents or by-laws of the Corporation; or (2) any instrument, agreement, mortgage, judgment, order, award, decree or other instrument or restriction to which the Corporation is a party or by which the Corporation is bound; and (ii) except as otherwise described herein, require any affirmative approval, consent, authorization or other order or action by any court, governmental authority or regulatory body or by any creditor of the Corporation or any party to any agreement to which the Corporation is a party or by which the Corporation is bound, except as shall have been obtained prior to Closing; (g) no person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase of any unissued shares in the securities of the Corporation; (h) the authorized capital of the Corporation is an unlimited number of common shares of which 1,000,000 shares are presently validly issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (i) the books and records of the Corporation fairly and correctly set out and disclose in all material respects, the financial position of the Corporation as at the dates thereof and all material financial transactions of the Corporation relating to the Corporation’s Business have been accurately recorded in such books and records; (j) the Corporation does not have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Corporation; (k) save and except for matters which are disclosed in the Corporation’s Financial Statements or otherwise expressly set out in this Agreement, neither the Corporation nor the Corporation’s Subsidiaries have (nor has either agreed to): (i) incurred any debts, obligations or liabilities (absolute, accrued, contingent or otherwise and whether due or to become due), except debts, obligations and liabilities incurred in the ordinary course of business; (ii) discharged or satisfied any liens or paid any obligation or liability other than liabilities shown on the Corporation’s Financial Statements, other than in the ordinary course of business; (iii) declared or made any payment, distribution or dividend based on its shares or purchased, redeemed or otherwise acquired any of the shares in its capital or other securities or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien or other security interest any of its assets, tangible or intangible other than the usual security granted to secure a bank line of credit; (v) sold, assigned, leased, transferred or otherwise disposed of any of its assets (excluding inventory) having either a book value or fair market value in excess of $5,000.00, whether or not in the ordinary course of business; (vi) increased materially the compensation payable or to become payable by the Corporation or the Corporation’s Subsidiaries to any of its officers, directors or employees, or in any bonus payment to or arrangement made with any officer, director or employee, or made any material changes in the personnel policies or employee benefits of the Corporation or the Corporation’s Subsidiaries; (vii) cancelled, waived, released or compromised any debt, claim or right resulting in a material adverse effect on the business, prospects or financial condition of the Corporation or the Corporation’s Subsidiaries; (viii) significantly altered or revised any of its accounting principles, procedures, methods or practices; (ix) changed its credit policy as to provision of services, sales of inventories or collection or accounts receivable except as dictated by competitive conditions; (x) suffered any material damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of the Corporation or the Corporation’s Subsidiaries; (xi) entered into any transaction, contract or commitment other than in the ordinary course of business except for the transactions set forth in this Agreement; (xii) issued or sold any shares in its capital stock or other securities, or granted any options with respect thereto; or (xiii) suffered or experienced any material adverse change in, or event or circumstance affecting, the condition (financial or otherwise) of its properties, assets, liabilities, earnings, business, operations or and the Corporation has no knowledge, information or belief of any fact, event or circumstances which might reasonably be expected to affect materially and adversely the condition (financial or otherwise) of its properties, assets, liabilities, earnings, business operations or prospects and it has not changed any shares of its capital stock, whether by way of reclassification, stock split or otherwise; (l) the Corporation’s Financial Statements fairly present the financial position of the Corporation as at the date thereof and fairly present the results of operations for the periods ended on such dates, all in accordance with Generally Accepted Accounting Principles consistently applied throughout the period covered thereby, save and except as stated therein. The Corporation’s and the Corporation’s Subsidiaries’ books of account reflect items of income and expense and all assets and liabilities and accruals required to be reflected therein; (m) the corporate records and minute books of the Corporation as provided to the Purchaser or its legal counsel contain complete and accurate minutes of all meetings of and corporate actions or written consents by the directors and shareholders of the Corporation, including all by-laws and resolutions passed by the board of directors and shareholders of the Corporation since the incorporation of the Corporation and all such meetings were duly called and held; (n) neither the Corporation nor the Corporation’s Subsidiaries operates or engages in any business activities, operations or management of any nature or kind whatsoever other than the Corporation’s Business; (o) except as expressly referred to in the Corporation’s Financial Statements, (i) none of the Corporation or the Corporation’s Subsidiaries have outstanding any bonds, debentures, mortgages, notes or other similar indebtedness or liabilities whatsoever and neither the Corporation nor any of the Corporation’s Subsidiaries is bound under any agreement to create, issue or incur any bonds, debentures, mortgages, notes or other similar indebtedness or liabilities whatsoever; and (ii) neither the Corporation nor any of the Corporation’s Subsidiaries is a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person. (p) since incorporation, no payments have been made or authorized by the Corporation or the Corporation’s Subsidiaries to their officers, directors, employees, shareholders or former directors, officers, employees or shareholders or to any person not dealing at Arm’s Length with any of the foregoing, except those expressly disclosed herein, reflected in the Corporation’s Financial Statements or made in the ordinary course of business and at the regular rates payable to them of salary, pension, bonuses or other remuneration of any nature; (q) the Corporation and the Corporation’s Subsidiaries have filed all tax returns required to be filed by them prior to the date hereof in all applicable jurisdictions and have paid, collected and remitted all taxes, customs duties, tax installments, levies, assessments, reassessments, penalties, interest and fines due and payable, collectible or remittable by them at present. All such tax returns properly reflect, and do not in any respect understate the income, taxable income or the liability for taxes of the Corporation and the Corporation’s Subsidiaries in the relevant period and the liability of the Corporation and the Corporation’s Subsidiaries for the collection, payment and remittance of tax under applicable Tax Laws; (r) adequate provision has been made in the Corporation’s Financial Statements for all taxes, governmental charges and assessments, including interest and penalties thereon, payable by the Corporation and the Corporation’s Subsidiaries for all periods up to the date of the balance sheets comprising part of the Corporation’s Financial Statements; (s) the Corporation and the Corporation’s Subsidiaries have withheld and remitted all amounts required to be withheld and remitted by it in respect of any taxes, governmental charges or assessments in respect of any taxable year or portion thereof up to and including December 31, 2010; (t) there are no actions, suits or other proceedings, investigations or claims in progress or pending and, to the best of the Corporation’s belief and knowledge, there are no actions, suits or other proceedings or investigations or claims threatened, against the Corporation or any of the Corporation’s Subsidiaries in respect of any taxes, governmental charges or assessments. No waivers have been filed by the Corporation or the Corporation’s Subsidiaries with any taxing authority; (u) the Corporation and the Corporation’s Subsidiaries are conducting and have always conducted the Corporation’s Business in substantial compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business the Corporation’s Business is carried on on, is not currently in breach of any such laws, rules or regulations and is licensedduly licenced, registered or qualified qualified, in all jurisdictions each jurisdiction in which it owns, the Corporation or any of the Corporation’s Subsidiaries owns or leases or operates its property or carries on business the Corporation’s Business, to enable its business the Corporation’s Business to be carried on as now conducted and its property and assets to be owned, leased and operated operated, and all such licences, registrations and qualifications are valid, valid and subsisting and in good standing and it none of the same contains any burdensome term, provision, condition or limitation which has not received a notice or may have an adverse effect on the operation of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingthe Corporation’s Business; (ev) to the best of its knowledge and belief, all necessary corporate action has been taken or will private placements of Corporation Shares have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation completed in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under all applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (nw) no order ceasing or suspending trading in employee has made any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened claim or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement basis for any action or option proceeding against the Corporation or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31’s Subsidiaries, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results arising out of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule ordinance or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to itdiscrimination in employment or employment practices, no such disclosure has been made on a confidential basis that is still maintained on a confidential basisharassment, occupational health and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) safety standards or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsworker’s compensation; (x) neither the Corporation nornor any of the Corporation’s Subsidiaries has made any agreements with any labour union or employee association nor made any commitments to or conducted any negotiations with any labour union or employee association with respect to any future agreements; (y) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees or the Corporation or any of the Corporation’s Subsidiaries by way of certification, interim certification, voluntary recognition, designation or successor rights; (z) there is no action, lawsuit, claim, proceeding, or investigation pending or, to the best knowledge of the Corporation, any directorthreatened against, officer, agent, employee, affiliate relating to or other person acting on behalf of affecting the Corporation or the Corporation’s Subsidiaries before any court, government agency, or any arbitrator of any kind. The Corporation is not aware of any existing ground on which any such proceeding might be commenced with any reasonable likelihood of success and there is not presently outstanding against the Corporation or has taken the Corporation’s Subsidiaries any actionjudgment, directly decree, injunction, rule or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment order of any moneycourt, governmental agency, or other propertyarbitrator relating to or affecting the Corporation, giftthe Corporation’s Subsidiaries, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA Corporation’s Assets or the CFPOA are found, will take remedial action to remedy such violationsCorporation’s Business; (yaa) the operations of there is not now outstanding any arrangement (contractual or otherwise) between the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder or Corporation’s Subsidiaries and any related Person which will or similar applicable rulesmay be, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending terminated or, to the best knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge prejudicially affected as a result of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf NP Vendors’ transfer and sale of the Corporation is currently subject Shares to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, Purchaser in exchange for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing TimeExchange Shares as contemplated herein; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges no representation or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable warranty made by the Corporation have been paidin this Agreement and no statement made in any schedule, except for where the failure exhibit, certificate or other document furnished pursuant to pay such taxes would not constitute an adverse material fact this Agreement, contains, or will contain, any untrue statement of the Corporation or result in a Material Adverse EffectFact or omits, or will omit, to state any Material Fact necessary to make such representation or warranty or any such statement not misleading. All tax returns, declarations, remittances and filings required to be filed by the The Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would does not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination know of any tax return of fact which, if known to the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by NP Vendors would deter them from consummating the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thtransactions contemplated herein.

Representations and Warranties of the Corporation. The Corporation represents, 7.1 Atrium represents and warrants and covenants to the AgentsUnderwriters, and acknowledges that the Agents are each Underwriter is relying upon such representations, warranties representations and covenantswarranties, that: (a) 7.1.1 the Corporation (i) is duly amalgamated a validly subsisting corporation incorporated under the Business Corporations Act (laws of Ontario) (the “Act”) , and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate powercapacity, power and authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (assets, to carry on its business as it is currently conducted, including to conduct all of its activities as contemplated by and described in the Public Disclosure); Preliminary Prospectus and (iii) any Amendment; 7.1.2 each of the Manager and CMSC is a validly subsisting corporation incorporated under the laws of Ontario, and has all requisite corporate powercapacity, power and authority to own, lease and capacity to create, issue operate its properties and sell the Offered Sharesassets, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business as it is currently conducted, including to conduct all of its activities as contemplated by and described in the ordinary coursePreliminary Prospectus and any Amendment; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed 7.1.3 other than as set out in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (Preliminary Prospectus and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect)any Amendment, there are is no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made agreement to which the Corporation or, to the knowledge Knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation Person is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation; (v) 7.1.4 the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance current with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made by it under all jurisdictions in which it exists or carries on any material business or activities and paid by the Corporation pursuant has all necessary certificates, licences, authorizations and other approvals necessary to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 permit it to conduct its business and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paidactivities, except for where the failure to pay such taxes make any filing or obtain any certificate, licence, authorization or other approval would not constitute an adverse material fact of the Corporation or result in have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returnscertificates, declarationslicences, remittances authorizations and filings other approvals are complete in full force and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading effect in accordance with their terms except where the inaccuracy or failure to file so maintain such documents certificates, licences, authorizations or other approvals would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; 7.1.5 each of the Manager and CMSC is current with all filings required to be made by it under all jurisdictions in which it exists or carries on any material business or activities and has all necessary certificates, licences, authorizations and other approvals necessary to permit it to conduct its business and activities, except where the failure to make any filing or obtain any certificate, licence, authorization or other approval would not have a Material Adverse Effect, and all such certificates, licences, authorizations and other approvals are in full force and effect in accordance with their terms except where the failure to so maintain such certificates, licences, authorizations or other approvals would not have a Material Adverse Effect; 7.1.6 each of the Corporation and the Manager has all requisite power, capacity and authority, and has, or on or before the Closing Time will have, taken all actions required, to: (eei) enter into this Agreement (if it is a party hereto); (ii) enter into the Material Agreements to which it is a party; (iii) to carry out all the terms and provisions hereof and of each Material Agreement to which it is a party; and (iv) in the case of the Corporation, offer, issue, sell and deliver the Initial Debentures, the Debenture Shares and to create, grant and issue the Over-Allotment Option; 7.1.7 the Corporation is not, and will not be at the Closing Time, in breach or violation of any of the terms or provisions of, or in default under (whether after notice or lapse of time or both): (1) any of the Material Agreements to which it is a party; (2) any indenture, mortgage, deed of trust, loan agreement or other agreement (written or oral) to which it is a party or by which it is bound or to which any of its property or assets is subject; (3) its constating documents; or (4) any Laws or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties, in each case, where such breach, violation or default could reasonably be expected to have a Material Adverse Effect; 7.1.8 neither the Corporation Manager nor CMSC is in breach or violation of any of the terms or provisions of, or in default under (whether after notice or lapse of time or both): (i) any of the Material Agreements to thwhich it is a party;

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to the Agents, Underwriters (on their own behalf and acknowledges on behalf of each of the Purchasers) that as at the Agents are relying upon such representations, warranties and covenants, thatdate hereof: (a) the Corporation (i) has been duly incorporated and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect laws of all material corporate filings and is in good standing under such Act; (ii) its governing jurisdiction, has all requisite corporate power, power and authority and capacity is duly qualified to carry on its business as now conducted and to own, own or lease and operate its properties and assets (including as described in and the Public Disclosure); and (iii) Corporation has all requisite corporate powerpower and authority to carry out its obligations under this Agreement, authority and capacity to createthe Subscription Agreements, issue and sell the Offered Shares, to enter into this Agency Agreement Warrant Indenture and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (wc) the Corporation has complied in all material respects with requirements to file all reportsno subsidiaries or affiliates other than the Subsidiaries, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act each Material Subsidiary and the rules Corporation’s direct and regulations indirect holdings in each such Material Subsidiary are as set out in Part 1 of the SEC promulgated thereunder. The financial statements of Schedule “B” and the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any actionbeneficially owns, directly or indirectly, that has resulted or would result in a violation the percentage indicated therein of the Foreign Corrupt Practices Act issued and outstanding shares in the capital of 1977 the Material Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the Subsidiaries or any other security convertible into or exchangeable for any such shares; (d) each Subsidiary has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets; (e) no Subsidiary (other than a Material Subsidiary) has any material assets or liabilities or is a party to any material agreement and no material revenues are booked through any Subsidiary (other than the Material Subsidiaries); (f) the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any person, other than: (i) the Subsidiaries; and (ii) approximately 16.5% of the currently outstanding voting shares of Virginia Energy Resources Inc.; (g) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates and the issuance of the Common Shares forming part of the Units, the Warrant Shares and the Compensation Shares and the completion of the transactions contemplated hereby, have been made or obtained, as applicable subject to certain specified conditions and exceptions contained in the Exchange Letter and the Corporation filing with the Securities Commissions, within 10 days from the date of the sale of the Units, a Form 45-106F1 prepared and executed in accordance with the Applicable Securities Laws and accompanied by the prescribed fees and fee checklist form, if any, the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Units in the United States and all amendments required to be filed as a result of subsequent sales of Units in the United States), as amended, and the rules and regulations thereunder (Corporation filing within prescribed time periods any notices required to be filed with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D promulgated under the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsU.S. Securities Act; (yh) the operations currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements or prohibiting the trading of any of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) Corporation’s issued securities has been issued and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened; (zi) neither the Corporation nor, to definitive form of certificate representing the knowledge Common Shares is in proper form under the laws of the Province of Ontario and complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bbj) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the fiscal year ended December September 30, 2012 and the unaudited interim financial statements of the Corporation for the three and six month periods ended March 31, 2014 2013 (collectively, the “Financial Statements”) (i) have been prepared in accordance with the requirements of the International Financial Reporting Standards (“IFRS”), consistently applied throughout the periods referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and delivered their auditors’ report thereto are independent public accountants liabilities, whether absolute, contingent or otherwise) of the Corporation as required by at such dates and results of operations of the Canadian Securities LawsCorporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements; (cck) there during the past three years, the Corporation has not been declared or paid any “reportable event” (within the meaning dividends or declared or made any other payments or distributions on or in respect of National Instrument 51- 102 - Continuous Disclosure Obligations any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with the Corporation’s Auditorsrespect to such shares; (ddl) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by each of the Corporation and the Subsidiaries have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All ; all tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where misleading; to the inaccuracy or failure to file such documents would not constitute an adverse material fact knowledge of the Corporation or result in a Material Adverse Effect. No Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or any Subsidiary; (m) the auditors of the Corporation who audited the consolidated financial statements of the Corporation for the fiscal year ended September 30, 2012 and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws; (n) there has never been a reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure) with the present or former auditors of the Corporation, ; (o) each of the Corporation and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any casedifferences; (p) each of the Corporation and the Subsidiaries has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Corporation’s board of directors considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS; (q) the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; each member of the audit committee is “independent” within the meaning of such instrument; (r) as at the Closing Date, except where such examinationsin respect of the Rights Plan and except for the Warrants, issues Compensation Options and as set forth in Schedule “C” to this Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or disputes any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (s) except as disclosed in the AIF and/or the MD&A, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their respective property is subject that would not constitute an result individually or in the aggregate in a material adverse material fact change in the operation, business or condition of the Corporation or any Subsidiary, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, a Subsidiary or any of their respective properties; (t) except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Corporation or any of the Subsidiaries; (u) the Corporation is a reporting issuer under the Applicable Securities Laws in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Newfoundland and Labrador; the Corporation is not in default in any material respect of any requirement of the Applicable Securities Laws of the Offering Jurisdictions nor is included in a list of defaulting reporting issuers maintained by the Securities Commissions. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change; (v) the execution and delivery of each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates and the compliance with all provisions contemplated thereunder, the offering and sale of the Units and the issuance of the Common Shares and Warrants forming part of the Units and the Compensation Shares does not and will not: (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and prescribed forms of the Exchange; (ii) result in a Material Adverse Effectbreach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with: (1) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any Subsidiary; (ee2) neither to the best of the Corporation’s knowledge, any statute, rule, regulation or law applicable to the Corporation or any Subsidiary, including, without limitation, the Applicable Securities Laws of the Offering Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary; or (3) any Material Agreement; and (iii) give rise to thany lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or any Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any Subsidiary or any of their respective properties; (w) upon the execution and delivery thereof, each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (x) at the Time of Closing, all necessary corporate action will have been taken by the Corporation to: (a) validly issue the Common Shares forming part of the Units as fully paid and non-assessable securities in the capital of the Corporation; (b) validly create, authorize and issue the Warrants and the Compensation Options; and (c) allot, reserve and authorize the issuance of the Warrant Shares and Compensation Shares, as fully paid and non-assessable securities in the capital of the Corporation upon the due exercise of the Warrants and the Compensation Options, as the case may be; (y) the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, an unlimited number of preferred shares issuable in series and an unlimited number of Series A preferred shares, of which, as of June 12, 2013, 706,151,357 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued and outstanding; (z) all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Underwriters, including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading; (aa) the Corporation made available to the respective authors thereof prior to the issuance of the Technical

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent and the Purchasers, and acknowledges that the Agents Agent and the Purchasers are each relying upon such representationsrepresentations and warranties in entering into this agreement and the Subscription Agreements or purchasing Offered Securities, warranties and covenantsas the case may be, that: (a) the Corporation (i) has been duly incorporated and organized and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) jurisdiction of its incorporation and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate powercapacity, power and authority and capacity to carry on its business as now conducted by it and as is presently proposed to be conducted by it and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderassets; (b) the Corporation does not have any material subsidiarieshas no Subsidiaries; (c) no proceedings have been taken, instituted or, the Corporation is duly qualified to carry on business under the knowledge laws of the Corporation, are pending for the dissolution jurisdiction in which it carries on its business or liquidation proposes to carry on business and is in good standing in each of the Corporationsuch jurisdictions; (d) the Corporation has conducted its business in compliance, in is actively seeking to acquire a resource or oil and gas property; (e) the Corporation holds all material respectslicences, with all applicable lawsregistrations, rules and regulations (including all applicable federalpermits, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental consents or regulatory body, of each jurisdiction qualifications required in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business order to enable its business to be carried on as now conducted and its property and assets or as proposed to be ownedconducted, leased and operated and all such licences, registrations certificates, registrations, permits, consents and qualifications are valid, valid and subsisting and in good standing and it the Corporation has not received a any notice of non-complianceproceedings related to the revocation or modification of any such licence, nor knows ofregistration, nor permit, consent or qualification; (f) the Corporation has reasonable grounds to know of, any facts that could give rise to a notice of non-conducted and is conducting its business in material compliance with any such all applicable laws, by-laws, rules and regulations of each jurisdiction in which that business is carried on and the Corporation is not aware of any fact or permits which could circumstance that would reasonably be expected to have a Material Adverse Effect and all such licencesmaterial adverse effect upon the condition, registrations and qualifications are validfinancial or otherwise, subsisting and in good standingor the earnings, business affairs or business prospects of the Corporation on a consolidated basis; (eg) all necessary corporate action has been taken no consent, approval, permit, authorization, order of or will have been taken prior to the Closing Time filing with any court or governmental agency or body is required by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval execution and delivery of and the TSXV and any post-closing notice filings performance by the Corporation of its obligations under this agreement, except as may be required under the Canadian Securities Laws, the U.S. Securities Act and applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action of which have been taken or will be obtained or filed, as the case may be, in a timely manner in accordance with such laws and all necessary documents have been delivered and executed with respect to the Offeringrules; (gh) none of the execution and delivery of this Agency Agreement and the Compensation Option CertificatesAgreements, and the performance by the Corporation of the transactions contemplated hereby and therebyits obligations thereunder, including the issuance and sale of the Offered SharesSecurities hereunder, have been duly authorized by all necessary corporate action the issuance of the Warrants, the issuance of the Compensation Options and the Compensation Rights to the Agent, or the issuance of the Underlying Shares will: (A) conflict with or result in a breach of or create a state of facts which, after notice or lapse of time or both, will result in a breach of (i) any statute, rule or regulation applicable to the Corporation; (ii) Canadian Securities Laws or any other securities laws; (iii) the constating documents, by- laws or resolutions of the directors (or any committee thereof) or shareholders of the Corporation and this Agency Agreement has been executed and delivered by which are in effect at the date hereof, (iv) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation and constitutes is a valid and party or by which it is bound; or (v) any judgement, decree or order binding obligation of the Corporation, enforceable against the Corporation in accordance with or its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 properties or assets; (Ontario); (hB) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authoritygovernmental authority, stock exchange, Securities Commission securities association or other third party, except except: (i) such as have been obtained obtained; or (ii) such as may be required (and shall be obtained prior to the Closing Time) under Applicable Canadian Securities Laws Laws; or stock exchange regulations(C) give rise to any lien, charge or claim in or with respect to the properties or assets of the Corporation or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any of its properties or assets; (i) the Offered Shares Financial Statements: (i) have beenbeen prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with those of preceding fiscal periods; (ii) present fully, fairly and correctly the consolidated assets, liabilities and financial condition of the Corporation as at the dates at which they were prepared and the consolidated results of its operations, changes in stockholders' equity and cash flows for the periods then ended; (iii) are in accordance with the consolidated books and records of the Corporation; and (iv) contain and reflect all necessary adjustments for the fair presentation on a consolidated basis of the results of its operations, changes in stockholders' equity and cash flows for the periods covered thereby, and, since September 30, 2005, other than as publicly disclosed in the Corporation’s Information Record, there has not been any material adverse change in the consolidated financial position of the Corporation or the Corporation's consolidated assets, liabilities or undertaking (including, without limitation, any write-down of assets), or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation capital stock of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common SharesCorporation; (j) the Compensation Options have beenCorporation has not filed any tax returns and the Corporation is not aware of any tax deficiencies or interest or penalties accrued or accruing, or prior alleged to be accrued or accruing, thereon with respect to the Closing Time will Corporation where, in any of the above cases, it would reasonably be duly and validly authorized and createdexpected to result in any material adverse change in the condition, financial or otherwise, or business prospects of the Corporation; (k) the Compensation Option Shares to be issued upon exercise Corporation is, and will at the Closing Time be, a reporting issuer in good standing under the securities laws of the Compensation Options, including payment in full Province of British Columbia and has a class of equity securities registered pursuant to Section 12(g) of the applicable exercise priceU.S. Exchange Act and, pursuant thereto, is obligated to file periodic and other reports and schedules with the SEC and is current in, and will at the Closing Time be validly issued as fully paid current in, filing all such periodic reports and non-assessable Common Sharesschedules and the Corporation has complied with its obligations under Canadian Securities Laws to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed under Canadian Securities Laws; (l) the Corporation has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Shares under the U.S. Exchange Act nor has the Corporation received any notification that the SEC is contemplating terminating such registration; (m) no portion of the Corporation’s Information Record contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, as at its date of filing; (n) the authorized capital of the Corporation consists of an unlimited number 100,000,000 Common Shares of Common Shareswhich as at February 26, of which, 2006 and as of May 20Closing, 2015, 100,675,988 16,600,000 Common Shares were are issued and outstanding as fully paid and non-assessable shares of the Corporation; (o) Computershare Trust Company, Inc. at its principal offices in the City of Golden, Colorado, has been duly appointed as the registrar and transfer agent for the Common Shares; (mp) the Common Shares are traded on the Exchange and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the issue and sale of securities by the Corporation has been issued and, to the best of the Corporation's knowledge, no proceedings for such purpose have been instituted or are pending, contemplated or threatened; (q) the attributes of the Offered Securities, the Warrants, the Compensation Options and the Compensation Rights, and of all securities forming part thereof or issuable upon exercise thereof shall conform in all material respects with the description thereof in this agreement and the Subscription Agreements; (r) each of the form of certificate representing the Common Shares, the Warrant Certificate, the Right Certificate and the Compensation Option Certificate has been duly approved by the directors of the Corporation, does not conflict with the constating documents of the Corporation and, to the extent applicable, is in proper form under the laws of the State of Nevada and complies with the rules of the Exchange; (s) the Corporation is not a party to nor has it granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares other than pursuant to the Offering; (t) each of the Agreements has been, is or will be upon execution thereof, duly authorized, executed and delivered by the Corporation and constitutes, or will constitute when executed, a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally; (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction; (u) other than the Agent, there is no person, firm or company acting or purporting to act at the request of the Corporation, who is entitled to any brokerage, agency, finder's or similar fee in connection with the transactions contemplated herein; (v) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing; (w) there is not, in the articles or by-laws of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Corporation, the payment of dividends by the Corporation to the holders of its Common Shares or the carrying on of business as currently contemplated; (x) the Corporation has not withheld, and will not withhold from the Agent at any time during the distribution of the Offered Securities any facts relating to the Corporation including, without limitation, facts relating to any threatened or pending legal, regulatory or administrative proceeding, or to the Offering that would be material to a prospective purchaser of the Offered Securities; (y) at the Closing Time, all necessary corporate action will have been taken by the Corporation to (i) create the Warrants, the Rights, the Compensation Options and the Compensation Rights, (ii) authorize the Corporation to enter into the Agreements, and (iii) allot and authorize the issuance of the Underlying Shares which, when issued in the case of the Common Shares comprising part of the Units, and when issued in accordance with their terms in the case of the other Underlying Shares, will be issued as fully paid and non-assessable shares; (z) there is no action, suit, proceeding, investigation or inquiry outstanding, pending or, to the best of the knowledge, information and belief of the Corporation, threatened against or affecting the Corporation or any of its properties or assets, at law or in equity or before or by any federal, provincial, state, municipal or other governmental or regulatory department, commission, agency or board, domestic or foreign, which would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of the business, properties, assets, capital, net worth or results of operations of the Corporation on a consolidated basis; (aa) none of the current or former directors or officers of the Corporation or any associate or affiliate of any of the foregoing had, has or intends to have any material interest, direct or indirect, in the transactions contemplated by this agreement, in any material transaction or in any proposed material transaction with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation; (bb) the Corporation is in compliance in all material respects with all terms and provisions of all contracts, agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments and licences in connection with the conduct of its business and all such contracts, agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Corporation or event which, with notice or lapse of time or both, could constitute a material breach or material default by the Corporation exists with respect thereto; (cc) the Corporation has all of the right, title and interest in and to its property interests, free and clear of all mortgages, liens, charges, pledges, encumbrances, claims, security interests or demands of any kind whatsoever; (dd) since September 30, 2005, other than as disclosed in the Corporation’s Information Record: (i) there has not been any material adverse change in the capital sock, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation on a consolidated basis except for the expiry of convertible securities; and (ii) there has not been any material adverse change in the business, business prospects, conditions (financial or otherwise) or results of the operations of the Corporation on a consolidated basis; (ee) except as disclosed in the Financial Statements, the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, which materially adversely affects the Corporation or would reasonably be expected to materially adversely affect, the business, prospects, operations or condition (financial or otherwise) of the Corporation or its properties or assets, taken as a whole. Without limiting the generality of the foregoing, the Corporation does not have any material obligation or liability for the debts or obligations of others or has any material exposure or liability except as set forth in the Financial Statements or those arising in the ordinary course of business since the date of the Financial Statements, none of which is material to the Corporation on a consolidated basis; (ff) to the knowledge of the Corporation and its directors and officers, no shareholders', pooling or other form of agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (gg) the Corporation has no insurance; (hh) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any the Corporation owns or possesses adequate rights to use or assign all material change intellectual property used by it in the capital stock operation of its business, without making any payment to any person or longgranting any rights to any person in exchange therefor, other than in accordance with the terms of any such license, sub-term debt of license or franchise arrangement. No event has occurred during the registration or filing of, or during any other proceeding relating to such material intellectual property owned by the Corporation on a consolidated basis; and (iii) that would make invalid or unenforceable, or negate the Corporation has carried on its business in right to issuance or use of any of such material intellectual property owned by the ordinary course; (q) the Financial Statements of the Corporation present fairlyCorporation, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does other than any such event which would not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thmateri

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

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agentsto, and acknowledges agrees with the Purchaser that as of the Agents are relying upon such representations, warranties date hereof and covenants, thatas of the Closing Date: (a) the The Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate powerpermits, authority licenses, authorizations, orders and capacity approvals of, and has made all filings, applications and registrations with, any governmental entities that are required in order to carry on its business as now presently conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any that are material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge business of the Corporation, are pending for except where the dissolution failure to have such permits, licenses, authorizations, orders and approvals or liquidation of the Corporation; (d) failure to make such filings, applications and registrations would not, individually or in the Corporation has conducted its business in complianceaggregate, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect (as defined herein); and all such licencespermits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (b) The Purchaser has reviewed the Offering Memorandum, as amended or supplemented (together with the documents incorporated by reference into the Offering Memorandum, the “Disclosure Materials”). As of the date hereof, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Based in part upon the representations and qualifications are validwarranties of the Purchaser contained herein, subsisting the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Notes to the Purchaser in the manner contemplated by this Agreement to register the Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. (d) The Corporation, (i) has been duly incorporated and is validly existing in good standing;standing under the laws of its jurisdiction of incorporation, (ii) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified would not result in any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Corporation, or which would not materially and adversely affect the assets or properties of the Corporation, or which would not materially and adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents (individually or in the aggregate, a “Material Adverse Effect,” except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a Material Adverse Effect); and (iii) has all corporate power and authority necessary to own or hold its respective properties and to conduct the businesses in which it is currently engaged. (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, The Notes have been duly authorized by all necessary corporate action the Corporation and, when issued and authenticated by the Trustee pursuant to the Indenture, will have been duly executed, issued and delivered and will constitute valid and legally binding agreements of the Corporation enforceable against the Corporation in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and this Agency Agreement other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Indenture has been duly authorized, executed and delivered by the Corporation and, when executed and constitutes delivered by the Trustee, will constitute a valid and legally binding obligation agreement of the Corporation, Corporation enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, that specific performance and other general equitable remedies may only be granted principles (whether considered in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontarioproceeding in equity or at law);. (hf) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency This Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof has been duly authorized by the Corporation. (g) The execution, including delivery and performance of this Agreement, the issuance and sale of the Offered SharesNotes in the manner contemplated hereby, do not and the consummation of the Transactions, will not require (i) conflict with or constitute a violation of, or default (with the passage of time or the delivery of notice) under, (A) any bond, debenture, note or other evidence of indebtedness, or any agreement, lease, franchise, license, permit, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Corporation is a party or by which it or its property is bound, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (B) to the knowledge of the Corporation, any law, administrative regulation, ordinance or judgment, order or decree of any court or governmental agency, arbitration panel or authority binding upon the Corporation or any of its property, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (ii) violate any of the provisions of the Corporation’s Articles of Amendments, as amended, or the Corporation’s Second Amended and Restated Bylaws; and no consent, approval, authorizationauthorization or order of, or filing or registration or qualification of or with any Governmental Authorityperson (including, stock exchangewithout limitation, Securities Commission any such court or other third partygovernmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as have been obtained or such as may be required (and shall be obtained prior to under state securities laws or the Closing Time) under Applicable Securities Laws or stock exchange regulations;Act. (ih) The Corporation’s audited financial statements (including the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (jrelated notes) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, dated as of May 20February 29, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation 2020 present fairly, in all material respects, the financial condition and results of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge operations of the Corporation, that are pending or affecting at the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) dates and for the execution and delivery of this Agency Agreement and the Compensation Option Certificatesperiods indicated, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance conformity with U.S. generally accepted accounting principles applied on a consistent basis during throughout the periods involved involved. (i) The Offering Memorandum describes the outstanding “GAAP”)senior securities” (as that term is defined in the Investment Company Act of 1940, except as may be otherwise specified in such financial statements amended, or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP“1940 Act”) representing indebtedness of the Corporation, and fairly present since the date specified there, there has been no material change in all material respects the financial position amounts, interest rates, sinking funds, installment payments or maturities of the indebtedness of the Corporation. As of the date hereof, the Corporation is not in default and no waiver of default is currently in effect in the payment of any principal or interest on any “senior securities” representing indebtedness of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norand, to the knowledge of the Corporation, no event or condition exists with respect to any director, officer, agent, employee, affiliate or other person acting on behalf “senior securities” representing indebtedness of the Corporation is aware that would permit (or that with notice or the lapse of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any moneytime, or other propertyboth, gift, promise would permit) one or more persons to give, cause such indebtedness to become due and payable before its stated maturity or authorization before its regularly scheduled dates of the giving payment. (j) The Corporation has not changed its jurisdiction of anything of value to any “foreign official” (as such term is defined in the FCPA) incorporation or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOAorganization, as applicable, and, if violations or been a party to any merger or consolidation or succeeded to all or any substantial part of the FCPA or liabilities of any other entity, at any time following the CFPOA are found, will take remedial action date of the most recent financial statements referred to remedy such violations;in Section 4.1(h). (yk) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the operations consummation of the Corporation areTransactions is in effect nor has any action been filed or is any proceeding pending that seeks any such event. (l) No broker’s, and have been conducted at all timesfinder’s, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related investment banker’s or similar applicable rules, regulations fee or guidelines, issued, administered commission has been paid or enforced will be payable by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to, or for any services rendered to the Money Laundering Laws is Corporation ancillary to, the offer, issue and sale of the Notes contemplated by this Agreement. (m) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Corporation, threatened;threatened against or affecting the Corporation or any property of the Corporation in any court or before or by any governmental authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (zn) neither To its knowledge, the Corporation noris in compliance with all applicable laws, rules, regulations, orders, decrees and judgments applicable to it, including, without limitation, the 1940 Act and the rules promulgated thereunder, all applicable local, state and federal environmental laws and regulations, the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the applicable federal and state banking laws, rules and regulations (collectively, the “Applicable Laws”), except where failure to be so in compliance would not have a Material Adverse Effect. The Corporation has not received any notice of purported or actual non-compliance with Applicable Laws, except to the knowledge extent it would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Corporation has not received any communication from any Governmental Authority threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization. (o) The Corporation maintains insurance (issued by insurers of recognized financial responsibility) of the types, against such losses and in the amounts, with such insurers and subject to deductibles and exclusions as are customary in the Corporation’s industry and otherwise reasonably prudent, including, without limitation, insurance covering all real and personal property owned or leased by the Corporation against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect. (p) None of the Corporation, any directorof its affiliates, officer, agent, employee, affiliate or person and any Person acting on its behalf has, directly or indirectly, made any offers or sales of the Notes or solicited any offers to buy the Notes in this Offering, under circumstances that would require registration of the Notes to be sold in this Offering under the Securities Act. None of the Corporation, any of its affiliates, and any Person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause this Offering of the Notes to be integrated with the current or any prior public offerings by the Corporation for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation is currently subject to any United States sanctions administered by the Office are listed or designated. None of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, its affiliates and any Person acting on its behalf will take any action or steps referred to in the preceding sentence that would require registration of any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation Notes to be sold in this Offering under the Securities Act. For the purposes of this Agreement, “Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, business trust, joint stock corporation, trust or result in a Material Adverse Effect; (ee) neither the Corporation unincorporated organization or to thany government or agency or political subdivision thereof.

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, Underwriters that: (ai) the Corporation (i) and each of the Material Subsidiaries is a corporation duly incorporated, continued or amalgamated and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) and is up-to-date jurisdiction in respect of all material corporate filings and is in good standing under such Act; (ii) which it was incorporated, continued or amalgamated, as the case may be, has all requisite corporate power, power and authority and capacity is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease and or operate its properties and assets (including as described in and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into each of this Agency Agreement and the Compensation Option Certificates, Certificates and to carry out the provisions contained in its obligations hereunder and thereunder; (bii) all of the Corporation does not Subsidiaries, and the Corporation’s direct and indirect holdings and interests in each one, are as set out in the AIF under the heading “Corporate Structure”. Other than the Material Subsidiaries, none of the Subsidiaries (i) are active, (ii) hold any assets, (iii) have any material subsidiariesliabilities (iv) have generated any revenues nor (v) have incurred any expenses; (ciii) no proceedings have been taken, instituted or, except as disclosed in writing to the knowledge Underwriters, all of the Corporation, are pending for the dissolution or liquidation issued and outstanding shares of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications Material Subsidiaries are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-non- assessable Common Shares; (j) the Compensation Options have beenshares, in each case free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued demands whatsoever and no proceedings for such purpose are threatened orperson, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now firm or corporation has any agreement or option or agreement, option, right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement agreement, for the purchase, subscription purchase from the Corporation or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of its Material Subsidiaries of any nature interest in any of the Corporationshares in the capital of any of the Material Subsidiaries; (piv) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results each of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof performance by the CorporationCorporation of its obligations hereunder and thereunder, including the issuance issue and sale of the Offered SharesShares hereunder, the issue of the Compensation Options and the consummation of the transactions contemplated in this Agreement and the Compensation Option Certificates, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a material default under, under (whether after notice or lapse of time or both, ) (A) any statute, rule or regulation applicable to the CorporationCorporation including, including Applicable without limitation, Canadian Securities LawsLaws and the rules and regulations of the TSX; (B) the constating documents, by-laws or resolutions of the CorporationCorporation which are in effect at the date hereof; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or any other material agreement document to which the Corporation is a party or by which they are it is bound; or (D) any judgment, decree or order binding the Corporation or the respective Material Subsidiaries or the property or assets of the Corporation; (u) to Corporation or the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the CorporationMaterial Subsidiaries; (v) other than as disclosed in the Prospectus or in writing to the Underwriters, none of the Corporation or any Subsidiary has approved, is not included contemplating, has entered into any agreement in a list respect of, or has any knowledge of: (A) the purchase of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all any property material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect or assets or any interest therein or the sale, transfer or other disposition of any property material to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in or assets or any interest therein currently owned, directly or indirectly, by the Corporation or any Subsidiary whether by asset sale, transfer of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all material respects in compliance with the rules and regulations or substantially all of the TSXVproperty and assets of the Corporation or any Subsidiary or otherwise) of the Corporation or any Subsidiary; (wvi) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)in Canada and present fully, except as may be otherwise specified in such financial statements or the notes thereto fairly and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present correctly in all material respects respects, the financial position condition of the Corporation as of and for at the dates thereof and the results of the operations and cash flows for the periods then ended, subject, changes in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements position of the Corporation for the year periods then ended December 31and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, 2014 expenses and delivered their auditors’ report thereto are independent public accountants as required by losses of the Canadian Securities LawsCorporation and there has been no change in accounting policies or practices of the Corporation since June 30, 2007; (ccvii) there has not been any “reportable event” (within other than as disclosed in the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with Prospectus or in writing to the Corporation’s Auditors; (dd) Underwriters, all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the Material Subsidiaries have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact in respect of the Corporation or result in have a Material Adverse EffectEffect on the Corporation. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Material Subsidiaries have been filed with all appropriate Governmental Authorities governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading misleading, except where the inaccuracy or such failure to file such documents would not constitute an adverse material fact in respect of the Corporation or result in have a Material Adverse EffectEffect on the Corporation. No Other than as disclosed in the Prospectus or in writing to the Underwriters, to the best of the knowledge of the Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority governmental authority respecting any taxes that have been paid, or may be payable, by the CorporationCorporation or any Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or result in have a Material Adverse EffectEffect on the Corporation; (eeviii) the Corporation’s Auditors are independent public accountants and have participant status with the Canadian Public Accountability Board as required under Canadian Securities Laws and there has never been a reportable disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and the Corporation’s Auditors; (ix) as at the Closing Date, except as contemplated by this Agreement and as disclosed in the Preliminary Prospectus, no holder of outstanding shares in the capital of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (x) other than as set out in the Prospectus, no legal or governmental proceedings or inquiries are pending to which the Corporation, or any of its Material Subsidiaries, is a party or to which its property is subject that would result in the revocation or modification of any material certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation and its Material Subsidiaries which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect on the Corporation and, to the best of the Corporation’s knowledge, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or its Material Subsidiaries or with respect to their properties; (xi) none of the Corporation nor its Material Subsidiaries is in violation of its constating documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound; (xii) the Corporation and each of its Material Subsidiaries owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Corporation and its Material Subsidiaries in its business, including copyrights, industrial designs, trade marks, trade secrets, know how and proprietary rights, free and clear of any and all encumbrances; (xiii) any and all of the agreements and other documents and instruments pursuant to which the Corporation and its Material Subsidiaries hold the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof, neither the Corporation nor any Subsidiary is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to thwhich the Corporation or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim. None of the properties (or any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Preliminary Prospectus; (xiv) this Agreement has been, and, when delivered, each the Compensation Options Certificates will have been duly authorized and executed and delivered by the Corporation, and do, or will, as applicable, constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principals when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (xv) at the Closing Time, all necessary corporate action will have been taken by the Corporation to allot and authorize the allotment, issuance and sale of the Offered Shares and the Broker Shares and, upon payment therefor the Offered Shares and the Broker Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xvi) all notices and filings necessary as at the date hereof have been made with and all necessary consents, approvals and authorizations obtained by the Corporation from the TSX to ensure that, subject to fulfilling the Standard Listing Conditions, the Offered Shares and the Broker Shares will be listed and posted for trading on the TSX; (xvii) no order, ruling of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any securities regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the best knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority; (xviii) the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value of which, as at the close of business on the business day immediately preceding the date hereof, 289,705,318 Common Shares and no preferred shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (xix) other than as disclosed in the Prospectus, the Corporation has not made any loans to or guaranteed the obligations of any person other than the Material Subsidiaries; (xx) with respect to each premises of the Corporation or its Material Subsidiaries, the Corporation or its Material Subsidiaries occupies as tenant (the “Leased Premises”), the Corporation or such Subsidiary occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation and/or its Material Subsidiaries occupies the Leased Premises is in good standing and in full force and effect; (xxi) the Corporation and each Subsidiary is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect on the Corporation or any Subsidiary, and has not and is not engaged in any unfair labour practice; (xxii) there has not been in the last two years and there is not currently any labour disruption or conflict which could reasonably be expected to have a Material Adverse Effect on the Corporation; (xxiii) other than as set out in the Prospectus, to the best knowledge of the Corporation, none of the directors, officers or employees of the Corporation or any associate or affiliate of any of the foregoing had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Corporation or its Material Subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Corporation; (xxiv) the assets of the Corporation and its Material Subsidiaries and their business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Corporation has not failed to promptly give any notice of any material claim thereunder; (xxv) the Transfer Agent at its principal offices in the City of Vancouver has been duly appointed as registrar and transfer agent for the Common Shares; (xxvi) the minute books and records of the Corporation and its Material Subsidiaries made available to counsel for the Underwriters in connection with its due diligence investigation of the Corporation and its Material Subsidiaries for the periods from their respective dates of incorporation to the date hereof are all of the minute books and records of the Corporation and its Material Subsidiaries, respectively, and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation and its Material Subsidiaries to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation or any of its Material Subsidiaries to the date hereof not reflected in such minute books and other records, other than those which have been disclosed to the Underwriters or which are not material in the context of the Corporation and its Material Subsidiaries, on a consolidated basis; (xxvii) to the best of the Corporation’s knowledge, neither the Corporation nor any of its Material Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its property and assets, including the Leased Premises, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters (collectively the “Environmental Laws”) which would have a Material Adverse Effect on the Corporation; (xxviii) without limiting the generality of the subsection immediately above, the Corp

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agentsto, and acknowledges that agrees with, the Agents are relying upon such representations, warranties and covenants, Agent that: (a) the Corporation (i) is duly amalgamated under has no subsidiaries, other than the Business Corporations Act (Ontario) subsidiaries (the “ActSubsidiaries”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described disclosed in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderProspectus; (b) each of the Corporation does not have any material subsidiariesand the Subsidiaries has been duly and validly incorporated and organized and is duly and validly existing and in good standing under the laws of their respective jurisdictions of incorporation, amalgamation or other formation, as the case may be; (c) no proceedings have been taken, instituted or, immediately prior to the knowledge filing of the Prospectus Supplement, all of the issued and outstanding securities of each of the Subsidiaries is held by held by the Corporation, are pending for directly or indirectly, free and clear of all liens, charges, encumbrances, claims, demands and other adverse interests of any nature or kind, other than as disclosed in the dissolution or liquidation of the CorporationProspectus; (d) the Corporation has conducted its business is a reporting issuer or the equivalent thereof in compliance, each of the Qualifying Jurisdictions where such concept exists and is not in all default in any material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements respect of any governmental or regulatory body, requirement of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Canadian Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in on a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoingAuthorities; (e) on each Settlement Date, the Corporation has at will have filed all relevant times complied with its obligations documents that it is required to make timely have filed under the continuous disclosure and other requirements of the Canadian Securities Laws and the CSE, including but not limited to all annual and interim financial information, management discussion and analysis, annual reports, annual information forms, information circulars, press releases disclosing material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basisand material change reports, and there is no material change relating to the Corporation which has will have occurred and with respect to which the requisite material change report has not been filed and no such material change report will have been made on a confidential basis, and to the best of the Corporation's knowledge it will not be in default of any Canadian Securities Laws in any material respect; (f) except as disclosed in the Prospectus Supplement, at the Applicable Time, the Base Prospectus, the Prospectus, offering memoranda, filing statements, financial statements, management discussion and analysis, annual reports, annual information forms, information circulars, press releases, material change reports, to the extent applicable, and all other documents and information as applicable filed under Canadian Securities Laws and with the CSE (collectively, the “Public Record”) will be, at the respective dates thereof, in all material respects accurate and, at such dates, omit no facts, the omission of which makes the Public Record, or any particulars therein, incorrect or misleading; (g) the issued and outstanding Shares are listed and posted for trading on the CSE, and all necessary notices and filings have been or will be made with, and all necessary consents, approvals and authorizations have been obtained by the Corporation from, the CSE to ensure that the Placement Shares will be listed and posted for trading on the CSE as of each the Applicable Time, and to the best of the Corporation's knowledge after due inquiry, the Corporation will not be in default of any of the listing requirements or policies of the CSE in any material respect; (h) Odyssey Trust Company, at its principal offices in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Shares; (i) the authorized and issued capital of the Corporation is as disclosed in the Prospectus, and the issued securities of the Corporation are all duly authorized, issued and outstanding as fully paid and non-assessable securities, as at the respective dates thereof; (j) except as contemplated by this Agreement or as disclosed in the Prospectus, as of the date hereof, no person is entitled to any pre-emptive or any similar rights to subscribe for any Shares or other securities of the Corporation or its subsidiaries; (k) on each Settlement Date, no options, warrants, agreements or other rights for the purchase, subscription or issuance of shares or other securities of the Corporation or securities convertible or exchangeable for shares or other securities of the Corporation will be authorized or agreed to be issued or outstanding other than as disclosed in the Prospectus or document incorporated by reference in the Prospectus, as at the dates set out therein, as applicable; (l) the Corporation has all requisite corporate power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein, including, without limitation, all necessary corporate power and authority to issue the Placement Shares; (m) the Placement Shares issued on each Settlement Date will be duly and validly authorized and issued as fully paid and non-assessable shares of the Corporation; (n) the Corporation has full corporate power and authority to enter into, execute, deliver and perform its obligations under each of the agreements set out under “Material Contracts” in the Prospectus to which the Corporation is a party (collectively, the “Transaction Agreements”), and all such corporate action has been taken or will be taken to authorize all such entering into, execution, delivery and performance; (o) the Corporation has the necessary corporate power and authority to execute and file the Prospectus and, if applicable, will have the necessary corporate power and authority to execute and file any amendment to the Prospectus prior to the filing thereof, and all necessary corporate action has been taken by the Corporation to authorize the execution by it of the Prospectus and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions under Canadian Securities Commissions Laws; (p) each of the Base Prospectus, the Prospectus Supplement and the Transaction Agreements has been, or will be upon execution and delivery thereof by the Corporation, duly and validly authorized, executed and delivered by the Corporation, and each of the Transaction Agreements constitutes, or will constitute upon execution and delivery thereof by the Corporation, a legal, valid and binding obligation of the Corporation enforceable against it in accordance with each of their respective terms subject to laws affecting enforceability including, but not limited to, bankruptcy, insolvency, moratorium, reorganization and equitable remedies; (q) the Corporation is not in default or breach of, and the execution and delivery by the Corporation of each of the Transaction Agreements, Base Prospectus, Prospectus Supplement the performance of the transactions contemplated by the Transaction Agreements, do not and will not result in a default or breach of, and do not create a state of facts which after notice or lapse of time or both will result in a default or breach of, and do not and will not conflict with, any of the terms, conditions or provisions of (i) the constating documents, articles or any resolutions of the Corporation, (ii) any indenture, contract, agreement (written or oral), lease, instrument or other document to which the Corporation is a party or by which the Corporation is or will be contractually bound as of the date hereof, or (iii) to the best of the Corporation's knowledge, any statute, rule, regulation, policy, judgment, decree or order of any court, governmental authority or administrative body of any kind whatsoever having jurisdiction over the Corporation or its properties or assets; (r) insofar as the Corporation is aware after due inquiry, no consent of any third party is required in connection with the transactions contemplated by the Transaction Agreements, other than approvals of the CSE and securities regulatory authorities in the Qualifying Jurisdictions; (s) each of the Corporation and the Subsidiaries has all requisite corporate power and authority and has taken all necessary corporate action to authorize it to carry on its business as now conducted and as currently proposed to be conducted and to own, lease and operate its property and assets, and the Corporation is duly registered, licensed and otherwise qualified to carry on its business and to own its property and assets, and is in all material respects good standing, in compliance with the rules jurisdictions where it carries on its business and regulations of the TSXVowns, leases and operates its property and assets; (wt) each of the Corporation and the Subsidiaries holds all registrations, licenses, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable its business to be carried on as now conducted, as set out in the Prospectus, and (i) all such registrations, licenses, permits, consents and qualifications are valid and subsisting and in good standing, and (ii) the Corporation has complied not received any notice of proceedings relating to the revocation or modification of any such registration, license, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would have a material adverse effect (financial or otherwise) on the assets, properties, liabilities, obligations, conduct of the business, operations, affairs, condition or prospects of the Corporation; (u) other than as disclosed in the Prospectus ,each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with requirements to file all reportsapplicable laws, schedulesbylaws, formsrules, statements regulations and other documents that it lawful requirements of each jurisdiction in which its business is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) carried on and of any governmental or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior regulatory bodies which are applicable to the expiration Corporation, and other than as disclosed in the Prospectus, the Corporation is not aware of any such extension. As of their respective dateslaw, bylaw, rule, regulation or lawful requirement presently in force or proposed to be brought into force in any jurisdiction in which its business is carried on or by any governmental or regulatory body which the SEC Reports complied in all Corporation anticipates it will be unable to comply with without having a material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements adverse effect on its business; (v) each of the Corporation included and the Subsidiaries is the beneficial owner of or has the right to acquire the interests in the SEC Reports comply business, properties and assets as disclosed in the Prospectus, and has good and marketable title thereto free and clear of any and all material respects with applicable accounting requirements liens, charges, pledges, security interests and the rules other claims, demands and regulations encumbrances of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), any nature or kind whatsoever except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, disclosed in the case of unaudited statementsProspectus, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norand, to the knowledge of the Corporation, any directorand all agreements pursuant to which the Corporation or any of the Subsidiaries will hold any such interest in such business, officerproperties or assets have been duly authorized, agentexecuted and delivered by the parties thereto, employeeare legal, affiliate or other person acting on behalf valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and are in good standing in all material respects according to their terms, and any and all such business, properties and assets are not in default in any material respect of, and are in good standing in all material respects under, the applicable statutes and regulations of the jurisdictions in which they are situated; (w) insofar as the Corporation is aware of after due inquiry, the Equipment is in good condition and suitable for its intended use or has taken purpose; (x) the Corporation is not a party to any actionmaterial contracts other than as disclosed in the Prospectus, directly or indirectly, that has resulted or would result in a violation and to the knowledge of the Foreign Corrupt Practices Act Corporation, each of 1977 (United States)the material contracts disclosed in the Prospectus to which the Corporation is a party has been duly authorized, as amendedexecuted and delivered by the parties thereto and is a legal, valid and binding obligation of the parties thereto enforceable in accordance with their respective terms, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly is in furtherance of an offer, payment, promise good standing in all material respects according to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its their respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsterms; (y) except as disclosed in the operations of the Corporation areProspectus, and have been conducted at all timesno actions, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States)suits, as amendedinquiries, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related investigations or similar applicable rules, regulations other proceedings exist or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is are pending or, to the knowledge of the Corporation or its directors and officers, are contemplated or threatened to which any of the Corporation, its directors or its officers is a party or is subject, or to which the property of the Corporation is subject that would result individually or in the aggregate in any material adverse change in or have a material adverse effect on (actual, anticipated, contingent, proposed or threatened, whether financial or otherwise) the business, operations, affairs, prospects, condition, capital or control of the Corporation, or on the Prospectus or the Transaction Agreements, or which would materially impair the ability of the Corporation to consummate the transactions contemplated by the Transaction Agreements or to duly perform and observe its covenants and obligations under the Transaction Agreements; (z) neither since incorporation, the Corporation nor, has not entered into a transaction material in nature to the knowledge Corporation other than as disclosed in the Prospectus, and if required by law or generally accepted accounting standards, all of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf material transactions of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); have been promptly and the Corporation will not directly properly recorded or indirectly use the proceeds of this Offering, filed in or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACwith its respective books and records; (aa) all filings and fees required to be made and paid by the Corporation pursuant maintains a system of internal accounting controls sufficient to Applicable Securities Laws have been paid provide reasonable assurance that (i) transactions are executed in accordance with management's general or will be promptly paid by specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable laws and to maintain asset accountability; (iii) access to financial assets is permitted only in accordance with management's general or specific authorization; and (iv) the Corporation following recorded accountability for assets is compared with the Closing Timeexisting assets at reasonable intervals and appropriate action is taken with respect to any differences; (bb) the Corporation’s Auditors former auditors of the Corporation who were engaged to audit the Financial Statements of the Corporation and deliver their report with respect thereto, are independent public accountants, and the current auditors of the Corporation who are engaged to audit the future Financial Statements of the Corporation and deliver their report with respect thereto, are and will be independent public accountants; (cc) the audited the consolidated financial statements of the Corporation and the interim unaudited financial statements of the Corporation incorporated by reference in the Prospectus (collectively, the “Financial Statements”) are complete and accurate in all material respects, and present fairly, in all material respects, the financial position of the Corporation as at the dates set out therein and the results of its operations and the changes in its financial position for the year ended December 31periods then ended, 2014 and delivered their auditors’ report thereto are independent public accountants as required by prepared in accordance with International Financial Reporting Standards, consistently applied throughout the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditorsperiods covered thereby; (dd) all taxes (including income taxexcept as disclosed in the Prospectus, capital taxsubsequent to the respective dates as of which information is given therein, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paidhas not incurred or accrued any material liabilities or obligations (actual, except for where anticipated, contingent, proposed or threatened, whether financial or otherwise) or entered into any transaction not in the failure to pay such taxes would not constitute an adverse material fact ordinary course of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effectbusiness; (ee) neither except as disclosed in the Prospectus, subsequent to the respective dates as of which information is given therein, there has been no material change in or affecting, nor any material facts, transactions, events or occurrences, which could have a material effect on (actual, anticipated, threatened, proposed or prospective, whether financial or otherwise) the assets, properties, liabilities, obligations, business, affairs, results of operations or financial position (absolute, accrued, contingent or otherwise) or the capital or control of the Corporation; (ff) as of the date hereof, the Corporation will not have, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its common shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its common shares or securities or agreed to do any of the foregoing; (gg) there is not, in the constating documents or the articles of the Corporation or in any agreement, mortgage, note, debenture, indenture or other agreement, instrument or document to thwhich the Corporation is a party, any restriction upon or impediment to t

Representations and Warranties of the Corporation. 4.1 The Corporation represents, represents and warrants and covenants to the AgentsAgent (each on its own behalf and on behalf of the Purchasers), and acknowledges that the Agents are Agent is relying upon such representations, representations and warranties and covenantsin entering into this Agreement, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderno subsidiaries; (b) the Corporation does not have any material subsidiariesis a valid and subsisting corporation duly existing and in good standing under the Business Corporations Act (British Columbia); (c) no proceedings have the Corporation is a reporting issuer in the Provinces of British Columbia and Alberta, has been taken, instituted ora reporting issuer in such Provinces for the four months immediately preceding the date hereof and, to the knowledge best of its knowledge, is not in default of any of the Corporation, are pending for the dissolution or liquidation requirements of the CorporationCanadian Applicable Securities Laws; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number common shares without par value, of which 40,626,700 common shares are issued and outstanding as of the date hereof as fully paid and non-assessable shares (the “Issued Shares”); (e) the common shares of the Corporation are listed and posted for trading on the Exchange and the Corporation has not been advised by the Exchange that it is in default of any of the listing requirements of the Exchange; (f) except for the Issued Shares, the Common Shares and the Warrants comprising the Common Share Units, the FT Shares and FT Warrants comprising the FT Units, the Fee Shares and the Fee Warrants comprising the Fee Units, and the Compensation Options and any options, warrants, agreements and convertible notes disclosed in Schedule “A” to this Agreement, there are no, nor will there be immediately prior to the Time of Closing, documents, instruments or other writings of any kind whatsoever which constitute a “security” (as that term is defined under Canadian Applicable Securities Laws) of the Corporation; (g) subject to due exercise of the instruments pursuant to which they are issued, if any, upon their issuance, the Common Shares, of whichthe Warrant Shares, as of May 20the FT Shares, 2015the FT Warrant Shares, 100,675,988 Common the Agent’s Option Shares, the Fee Shares, and the Fee Warrant Shares were will be validly issued and outstanding as fully paid and non-assessable Common Sharescommon shares of the Corporation; (h) upon their issuance, the Warrants, the FT Warrants, the Compensation Options, and the Fee Warrants will be validly created, issued and outstanding, registered in the names of the holders thereof; (i) all of the material transactions of the Corporation have been promptly and properly recorded or filed in or with the books or records of the Corporation and the minute books of the Corporation contain all records of the meetings and proceedings of the Corporation’s directors, shareholders and other committees, if any, since January 1, 2003; (j) the Corporation holds all material licences and permits that are required for carrying on its business in the manner in which such business has been carried on and each of the foregoing is in full force and effect; (k) the Corporation has the corporate power and capacity to own the assets owned by it and to carry on the business carried on by it and the Corporation is duly qualified to carry on business in all jurisdictions in which it carries on business; (l) the Corporation has good and marketable title to its assets free and clear of all liens, charges and encumbrances of any kind whatsoever except as set out in Schedule “D”; (m) the Corporation holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is not aware of any legislationlocated, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects in respect of the ore bodies and minerals located in properties in which the Corporation on a consolidated basishas an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which the Corporation has any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Corporation has all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Corporation has an interest granting the Corporation the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation, with only such exceptions as do not materially interfere with the use made by the Corporation of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Corporation; (n) the Corporation is current with all material filings required to be made in all jurisdictions in which it exists or carries on any material business and the Corporation is not in default of any filings required to be made under Applicable Securities Laws; (o) since January 1, 2003, all prospectuses, annual information forms, material change reports, shareholder communications, press releases and other disclosure documents of the Corporation, including all publicly filed financial statements, contain no order ceasing untrue statement of a Material Fact as at the date thereof nor do they omit to state a Material Fact which, at the date thereof, was required to have been stated or suspending trading was necessary to prevent a statement that was made from being false or misleading in any securities the circumstances in which it was made and were prepared in accordance with and complied with Applicable Securities Laws; (p) the audited consolidated financial statements of the Corporation or prohibiting for its fiscal year ended April 30, 2005 and the sale unaudited financial statements of the Offered Shares Corporation for the period ended July 31, 2005 (the “Financial Statements”) are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Corporation for the periods then ended and the Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis; (q) there are no material liabilities of the Corporation, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Corporation’s Financial Statements except those incurred in the ordinary course of business of the Corporation since July 31, 2005 which are recorded in the books and records of the Corporation; (r) since July 31, 2005 there has not been any adverse Material Change of any kind whatsoever in the financial position or condition of the Corporation, or any damage, loss or other change of any kind whatsoever in circumstances materially affecting the business or assets of the Corporation, or the trading right or capacity of the Corporation to carry on its business; (s) the contracts and agreements set out in Schedule “B” hereto constitute all of the material contracts and agreements of the Corporation, and all such contracts and agreements are in good standing in all material respects and not in default in any respect; (t) all tax returns and reports of the Corporation required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever of the Corporation have been paid or accrued in the Financial Statements; (u) the Corporation has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Corporation except for taxes not yet due, and there are no audits of any of the tax returns of the Corporation which are known by the Corporation’s issued securities has management to be pending, and there are no claims which have been issued and or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Corporation; (v) except as disclosed on Schedule “C” hereto, there are no actions, suits, judgments, investigations or proceedings for such purpose are threatened of any kind whatsoever outstanding, pending or, to the best of the Corporation’s its knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending threatened against or affecting the Corporation or its directors, officers or promoters at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board board, bureau or agencyagency of any kind whatsoever which would result in an adverse Material Change in the financial position, domestic business or foreign, which could reasonably be expected to have a Material Adverse Effectprospects of the Corporation and there is no basis therefor; (tw) neither the Corporation nor any of its directors, officers and promoters are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever which breach would have a material adverse effect on the financial position, business or prospects of the Corporation; (x) the Corporation has all requisite power and capacity and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Agreement and the Subscription Agreements and to complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (y) this Agreement has been authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof and, upon being executed and delivered, each of the Subscription Agreements and the certificates representing the Warrants, the FT Warrants, the Compensation Options, and Fee Warrants will constitute a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof; (z) the execution and delivery of this Agency Agreement and the Compensation Option CertificatesSubscription Agreements, the performance of its obligations under this Agreement and the fulfilment completion of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and transactions contemplated under this Agreement will not (as the case may be) conflict with with, or result in a the breach of or violation the acceleration of any of the terms or provisions ofindebtedness under, or constitute a default under, whether after notice the Memorandum or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions Articles of the Corporation; (C) the terms of Corporation or any Debt Instrument, Material Agreementindenture, mortgage, noteagreement, indenturelease, instrument, lease licence or other instrument of any other material agreement kind whatsoever to which the Corporation is a party or by which they are it or any of its properties or assets is bound; , or (D) any statute or any judgment, decree decree, order, rule, policy or order binding regulation of any court, governmental authority or administrative body of any kind whatsoever applicable to the Corporation or any of its properties or assets, which could have a material adverse effect on the respective property condition, business, properties or assets results of operations of the Corporation; and (aa) no action has been taken by any persons which would in any way limit, restrict or cause interference with any mineral exploration and development work which the Corporation currently proposes to carry out on the Corporation’s mineral properties. 4.2 The Corporation further represents, warrants, covenants and agrees that: (a) the Corporation is a Foreign Private Issuer and reasonably believes that, both at the commencement of the Private Placement and the Closing Date, there is no Substantial US Market Interest in the Securities; (ub) it is not, and agrees to use its best efforts not to become, at any time prior to the knowledge expiration of three years after the CorporationClosing Date, no agreement is an “investment company” as defined in force or effect which in any manner affects the voting or control United States Investment Company Act of any of the securities of the Corporation1940; (vc) the Corporation is not included in a list required to file reports under Section 13(a) or Section 15(d) of defaulting reporting issuers maintained by the 1934 Act; (d) except with respect to the offer and sale of the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoingoffered hereby, the Corporation has at all relevant times complied with its obligations to make timely disclosure not, for a period of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating six months prior to the Corporation which has occurred commencement of the offering of the Securities, sold, offered for sale or solicited any offer to buy any of its securities in the United States, or to, or for the account or benefit of, a US Person in a manner that would be integrated with the offer and sale of the Securities and would cause the exemption from registration set forth in Rule 506 of Regulation D to become unavailable with respect to which the requisite material change report has not been filed with the Securities Commissions offer and the Corporation is in all material respects in compliance with the rules and regulations sale of the TSXVSecurities; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (xe) neither the Corporation nornor any of the predecessors or affiliates thereof has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D concerning the knowledge filing of a notice of sales on Form D; (f) except with respect to offers and sales in the US Private Placement in the manner described in section of this Agreement, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Agent, its respective affiliates or any person acting on their behalf, in respect of which no representation is made), has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, any Securities to, or for the account or benefit of, a US Person or to a person in the United States; or (ii) any sale of the Securities unless, at the time the buy order was or will have been originated, the purchaser is (A) outside the United States and not a US Person or (B) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States and not a US Person; (g) during the period in which the Securities are offered for sale, neither it nor any of its affiliates, nor any person acting on their behalf has taken or will take any action that would cause the exclusion from registration available under Regulation S or the exemption from registration available under Rule 506 of Regulation D to be unavailable for offers and sales of the Securities pursuant to this Agreement; (h) none of the Corporation, its affiliates or any director, officer, agent, employee, affiliate or other person acting on its or their behalf have engaged or will engage in any form of Directed Selling Efforts with respect to offers or sales of the Corporation is aware of Securities, or has taken or will take any actionaction in violation of Regulation M under the 1934 Act, directly or indirectlyhave engaged in or will engage in any general solicitation or advertising with respect to offers or sales of the Securities in the United States, that has resulted or would result to, or for the account or benefit of, US Persons, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or in a violation manner involving a public offering within the meaning of section 4(2) of the 1933 Act; (i) the Corporation agrees to use its commercially reasonable best efforts to remain a Foreign Corrupt Practices Act Private Issuer for a period of 1977 two years from the date hereof; (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canadaj) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses timely execute or procure the execution of all documents and take or cause to ensure compliance be taken all such steps as may be reasonably necessary or desirable to establish, to the reasonable satisfaction of counsel for the Agent, any and all legal requirements to enable the Agent to offer the Securities for sale in the United States under Rule 506 of Regulation D in accordance with this Agreement; and (k) the Corporation will, within fifteen (15) days after the first sale of Securities in the United States, prepare and file with the FCPA United States Securities and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation Exchange Commission a notice on Form D with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); Securities and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) file all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings amendments required to be filed by as a result of subsequent sales of Securities in the United States or to, or for the account or benefit of, US Persons. The Corporation have been shall also prepare and file within prescribed time periods any notices required to be filed with all appropriate Governmental Authorities state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D. 4.3 The representations and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact warranties of the Corporation or result contained in a Material Adverse Effect. No examination of any tax return this Section of the Corporation is currently in progress Agreement shall be true at the Time of Closing and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact Closing Date as though they were made at the Time of Closing and the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thClosing Date and they shall s

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, Underwriter that: (ai) each of the Corporation (i) and the Subsidiaries is a corporation duly incorporated, continued or amalgamated and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) and is up-to-date jurisdiction in respect of all material corporate filings and is in good standing under such Act; (ii) which it was incorporated, continued or amalgamated, as the case may be, has all requisite corporate power, power and authority and capacity to carry on no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its business as now conducted dissolution or winding up, and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into each of this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderits obligations hereunder; (bii) the Corporation does not have any material subsidiaries; (c) no proceedings have been takenbeneficially owns, instituted ordirectly or indirectly, to the knowledge all of the Corporation, are pending for issued and outstanding shares in the dissolution or liquidation capital of the Corporation; (d) the Corporation has conducted its business in complianceSubsidiaries free and clear of all mortgages, in all material respectsliens, with all applicable lawscharges, rules and regulations (including all applicable federalpledges, nationalsecurity interests, provincialencumbrances, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements claims or demands of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawskind whatsoever, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, such shares have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were are outstanding as fully paid and non-assessable Common Sharesshares and, except as publicly disclosed, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares; and other than the Subsidiaries, the Corporation does not beneficially own or exercise control or direction over, 10% or more of the outstanding voting shares of any company; (miii) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities [intentionally deleted]; (contingent or otherwiseiv) or prospects each of the Corporation and the Subsidiaries holds all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects except where the failure to hold such licences, registrations, qualifications, permits and consents would not have a consolidated basisMaterial Adverse Effect on the Corporation; (nv) all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for the execution and delivery of this Agreement and the issuance of the Units and the communication of the transaction contemplated hereby, have been made or obtained, as applicable, provided that the Corporation must file any applicable reports of trade along with the applicable filing fee and/or fee checklist, if any, including filings, pursuant to Regulation D under the U.S. Securities Act; (vi) as at January 19, 2007, the authorized capital of the Corporation consisted of an unlimited number of Common Shares of which 50,381,787 Common Shares were issued and outstanding as fully paid and non-assessable; (vii) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX and AMEX and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and and, to the knowledge of the Corporation, no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pendingpending or threatened; (oviii) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable definitive form of becoming an agreement for certificate representing the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations Common Shares is in proper form under the laws of any nature Canada and complies with the requirements of AMEX and the TSX and does not conflict with the constating documents of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (qix) the Financial Statements of (i) have been prepared in accordance with generally accepted accounting principles in Canada consistently applied throughout the Corporation period referred to therein, (ii) present fairly, in all material respects, the financial condition position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (at such dates and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats results of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements operations of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows its subsidiaries for the periods then ended, subjectand (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation as required under generally accepted accounting principles in Canada, and there has been no change in accounting policies or practices of the Corporation since the date reflected in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsmost recent Financial Statements; (x) neither since December 31, 2005, the Corporation nor, to the knowledge has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or its shares and has taken any actionnot, directly or indirectly, that has resulted redeemed, purchased or would result in a violation otherwise acquired any of the Foreign Corrupt Practices Act its shares or agreed to do so or otherwise effected any return of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise capital with respect to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsshares; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (ddxi) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the Subsidiaries have been paid, paid except for where the failure to pay such taxes would not constitute an adverse material fact of with respect to the Corporation and the Subsidiaries (taken as a whole) or result in have a Material Adverse EffectEffect on the Corporation and the Subsidiaries (taken as a whole). All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of with respect to the Corporation and the Subsidiaries (taken as a whole) or result in have a Material Adverse EffectEffect on the Corporation and the Subsidiaries (taken as a whole). No To the best of the knowledge of the Corporation, no examination of any tax return of the Corporation and the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority governmental authority respecting any taxes that have been paid, or may be payable, by the CorporationCorporation and the Subsidiaries, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation and the Subsidiaries (taken as a whole) or have a Material Adverse Effect on the Corporation and the Subsidiaries (taken as a whole); (xii) there has not been any reportable event (within the meaning of National Instrument 51-102 of the Canadian Securities Administrators) with the auditors of the Corporation; (xiii) the auditors of the Corporation which are the auditors who audited the Corporation’s most recent annual financial statement are independent public accountants as required under Securities Laws and are registered with the Canadian Public Accountability Board; (xiv) except as disclosed in writing to the Underwriter or as described in the Preliminary Prospectus, none of the Corporation or the Subsidiaries has approved, is contemplating, has entered into any agreement in respect of, or has any knowledge of: (A) the purchase of any property material to the Corporation or assets or any interest therein or the sale, transfer or other disposition of any property material to the Corporation or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiaries or otherwise) of the Corporation or any Subsidiaries; (xv) as at the Closing Date, except as set forth in Schedule “B” to this Agreement or as publicly disclosed, other than the Underwriter, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (xvi) no claim, litigation, legal or governmental proceeding is pending to which the Corporation or the Subsidiaries is a party or to which its property is subject that would have a Material Adverse Effect on the Corporation and to the Corporation’s knowledge no such claim, litigation or proceedings have been threatened against or are contemplated with respect to the Corporation or the Subsidiaries or their respective properties; (xvii) each of the Corporation and the Subsidiaries is in compliance in all material respects with each material license and permit held by it and them and are not in violation of, or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees of any governmental entities, regulatory agencies or bodies having, asserting or claiming jurisdiction over it or over any part of its respective operations or assets, except in any case where the Corporation has received a valid and effective waiver of such violation or default, or where such violation or default would not have a Material Adverse Effect on the Corporation; (xviii) each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect on the Corporation; (xix) the Corporation and/or the Subsidiaries is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to as owned by it in the Prospectus, all agreements under which the Corporation or the Subsidiaries holds an interest in a property, business or asset are in good standing according to their terms except where the failure to be in such good standing does not and will not have a Material Adverse Effect on the Corporation; (xx) the Corporation is a reporting issuer under the Securities Laws in each of the Provinces of Canada where such a concept exists; the Corporation is not in default in any material respect of any requirement of such Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the securities commissions of any province of Canada. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, since December 31, 2005 (other than in respect of material change reports previously filed on a confidential basis and thereafter made public), no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering and the conditional approval of the listing of the Units on AMEX or the TSX may constitute a material change; (xxi) the execution and delivery of this Agreement and the performance of the transactions contemplated hereunder, the Offering at the Closing Time and any compliance by the Corporation with the other provisions of this Agreement to be complied with by it does not and will not: (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained or will have been obtained by the Closing Time; (ii) such as may be required under the applicable by-laws, policies, regulations and prescribed forms of AMEX or the TSX; and (iii) filings under Regulation D under the U.S. Securities Act; (B) result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with: (1) any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or the Subsidiaries or any material indenture, agreement or instrument to which the Corporation or the Subsidiaries is a party or by which it or they are contractually bound; provided that the Underwriter does not sell the Units in a manner that would contravene the terms of this Agreement; or (2) any statute, rule, regulation or law applicable to the Corporation, or the Subsidiaries including, without limitation, the Securities Laws of the Qualifying Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or the Subsidiaries; or (3) any material mortgage, note, indenture, license, permit, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or the Subsidiaries is a party or by which the Corporation or the Subsidiaries or a material portion of the assets of the Corporation or the Subsidiaries are bound (a “Material Agreement”), or any judgment, decree, order, statute, rule or regulation applicable to any of them, which default or breach might reasonably be expected to have a Material Adverse EffectEffect on the Corporation; (eeC) neither give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting any of them or any of their properties except to ththe extent that such lien, charge or claim would not have a Material Adverse Effect on the Corporation; (xxii) none of the Corporation nor its subsidiaries is in violation of its constating documents or in default in the performance or observance of any Material Agreement; (xxiii) upon the execution and delivery thereof, this Agreement shall constitute a valid and binding obligation of the Corporation and shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (xxiv) at the Closing Time, all necessary corporate action will have been taken by the Corporation to validly create and issue the Units and the Common Shares comprising such Units shall be issued as fully paid and non-assessable securities in the capital of the Corporation; (xxv) the Corporation shall use its commercially reasonable best efforts to ensure that the common shares issuable hereunder are or will be listed and posted for trading on AMEX and the TSX upon their issue and the Corporation shall on or before the Initial Closing Date provide to the Underwriter a copy of the conditional listing approval from the TSX for the same, subject only to the fulfillment of Standard Listing Conditions; (xxvi) all information which has been prepared by the Corporation relating to the Corporation and the Subsidiaries and their business, property and liabilities, either publicly disclosed or provided to the Underwriter, including the Prospectus and the Documents incorporated by Reference, is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading; (xxvii) the Corporation has, and to the best of the Corporatio

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

Representations and Warranties of the Corporation. 8.1 The Corporation represents, represents and warrants and covenants to the AgentsAgent and each of the Purchasers, and acknowledges that each of the Agents are Purchasers is relying upon such representations, warranties representations and covenantswarranties, that: (a) each of the Corporation (i) and its Subsidiary is a corporation duly incorporated and organized and validly existing under the laws of its jurisdiction of incorporation, is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings qualified to carry on its business and is in good standing under in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such Act; (ii) qualification, and has all requisite corporate power, power and authority and capacity to carry on its business as now conducted and business, to own, lease and operate its properties property and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder execute, deliver and thereunderperform its obligations under this Agreement; (b) the Corporation, either directly or indirectly, beneficially owns all of the issued and outstanding shares of the Subsidiary free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever (except for security granted to Thomas Koll or the Toronto-Dominion Bank), all ▇▇ ▇▇▇▇ ▇hares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, of any right capable of becoming a right, agreement or option, for the purchase from the Corporation does not have of any material subsidiariesinterest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiary or any other security convertible into or exchangeable for any such shares; (c) no proceedings have been taken, instituted or, to the knowledge each of the CorporationCorporation and the Subsidiary, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in holds all material respectslicences, with all applicable lawscertificates, rules and regulations (including all applicable federalregistrations, nationalpermits, consents or qualifications required by the appropriate state, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental municipal or federal regulatory body, of each jurisdiction agencies or bodies necessary in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business order to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations certificates, registrations, permits, consents and qualifications are valid, valid and subsisting and in good standing and it do not contain any unusual burdensome provision, condition or limitation which has a material adverse effect on the operation of the business of the Corporation or the Subsidiary, taken as a whole, as now conducted or as presently proposed to be conducted and the Corporation has not received a any notice of non-compliance, nor knows of, nor has reasonable grounds proceedings relating to know of, any facts that could give rise to a notice the revocation or modification of non-compliance with any such lawslicenses, regulations certificates, registrations, permits, consents, or permits qualifications which, if the subject of an unfavourable decision, ruling or finding would adversely affect the conduct of the business, operations, financial condition or income or future prospects of the Corporation and the Subsidiary (taken as a whole); (d) no reorganization, amalgamation, merger, acquisition or disposition of assets not in the ordinary course of business by the Corporation or other change in the business, operations or capital of the Corporation (other than the transactions contemplated herein) is pending which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingmaterial adverse effect on the market price or value of the Common Shares; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as has full corporate power and authority to validly issue undertake the Offering, the Prospectus Qualification and sell the Offered Shares and to issue the Compensation Optionsall other transactions contemplated herein; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action Transaction Documents have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been or shall be duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been have been, or shall be, executed and delivered by the Corporation Corporation, as applicable, and constitutes a constitute, or shall constitute upon execution and delivery, legal, valid and binding obligation obligations of the Corporation, Corporation enforceable against the Corporation in accordance with its termstheir terms subject to bankruptcy, provided that enforcement thereof may be limited by insolvency and other laws affecting creditors’ the rights of creditors generally, the qualification that specific performance and other equitable remedies may only be granted only in the discretion of a court of competent jurisdiction, jurisdiction and that the provisions thereof relating rights to indemnity, contribution indemnity and waiver of contribution may be unenforceable under limited by applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario)law; (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (lg) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 200,000,000 Common Shares were of which 23,411,003 Common Shares are validly issued and outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislationas at November 23, or proposed legislation published by a legislative body2001, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now or other entity has any agreement or option or agreement, option, right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for or the purchase, subscription or issuance of, or conversion into, right to purchase any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, issued or unissued securities of the Corporation except as disclosed in Schedule A; (h) the Public Record:Corporation is not in default under or in breach of, and the execution, delivery, performance of and compliance by the Corporation with the terms of the Transaction Documents and, the issuance, sale and delivery of the Subject Securities and the Underlying Securities shall not result in a breach of, and shall not create a state of facts which, after notice or lapse of time or both, shall result in a breach of, and shall not conflict with (i) any of the terms, conditions or provisions of the constating documents or by-laws of the Corporation (or its Subsidiary), (ii) any material indenture, agreement (written or oral), contract lease or other instrument to which the Corporation (or its Subsidiary) is a party or by which the Corporation (or its Subsidiary) is or shall be contractually bound as of the Closing Time, (iii) any law, statute, rule or regulation applicable to the Corporation (or its Subsidiary), and (iv) any judgment, decree or order binding the Corporation (or its Subsidiary) or the property or assets of the Corporation (or its Subsidiary); (i) there has not been no legal or governmental proceedings (including in respect of any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwiseclass action) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation pending or, to the knowledge of the Corporation, are threatened to which the Corporation and/or its Subsidiary is a party or to which the property of the Corporation and/or its Subsidiary is subject that would result individually or in the aggregate in any adverse material change in the operations, business or condition of the Corporation and its Subsidiary, taken as a whole; (j) except as described in Schedule B, there are no actions, suits or proceedings pending or affecting or, to the knowledge of the Corporation, threatened against the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) court or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, the outcome of which could reasonably be expected to would have a Material Adverse Effectmaterial adverse effect on the business, assets, operations or condition (financial or otherwise) of the Corporation or which affects or may affect the distribution of the Subject Securities or the Underlying Securities and the Corporation is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (tk) each of the Corporation and its Subsidiary has good title to all of its assets and undertakings (for the purpose of this clause, the foregoing is referred to as the "Interest") and its Interest is free and clear of adverse claims, except for security granted to Thomas Koll or the Toronto-Dominion Bank and for those arising ▇n the ordinary course of business; (l) the execution proceeds received from the Offering shall be used substantially in the manner that shall be disclosed in the Preliminary Prospectus, the Prospectus and delivery any Prospectus Amendment; (m) Computershare Trust Company of this Agency Agreement Canada, at its principal offices in the City of Vancouver and the Compensation Option CertificatesCity of Toronto is the duly appointed Transfer Agent of the Common Shares and Computershare Trust Company of Canada shall at the Closing Time be the duly appointed Purchase Warrant Agent of the Purchase Warrants pursuant to the Purchase Warrant Indenture and as Special Warrant Agent of the Special Warrants pursuant to the Special Warrant Indenture; (n) the audited annual financial statements of the Corporation as at and for the year ended December 31, 2000 contained in the Corporation's annual report for the year ended December 31, 2000: (i) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with those of preceding fiscal periods; (ii) representfully, fairly and correctly the assets, liabilities and financial condition of the Corporation as at December 31, 2000 and the fulfilment results of its operations and the terms hereof changes in its financial position for the year then ended; (iii) are in accordance with the books and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions records of the Corporation; and (Civ) contain and reflect all necessary adjustments for the fair presentation of the results of operations and the financial condition of the business of the Corporation for the period covered thereby; (o) the terms unaudited consolidated interim financial statements of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is and its Subsidiary as at and for the nine months ended September 30, 2001: (i) have been prepared in accordance with generally accepted accounting principles applied on a party or by which they are bound; or basis consistent with those of preceding periods; (Dii) any judgmentrepresent fully, decree or order binding fairly and correctly the consolidated assets, liabilities and financial condition of the Corporation or as at September 30, 2001 and the respective property or assets consolidated results of its operations and the changes in its financial position for the period then ended; (iii) are in accordance with the books and records of the Corporation; and (iv) contain and reflect all necessary adjustments for the fair presentation of the results of operations and the financial condition of the business of the Corporation for the period covered thereby, and there has not been any material adverse change in the financial position of the Corporation, or its business, assets, liabilities or undertaking (absolute, accrued, contingent or otherwise) since September 30, 2001 other than as publicly disclosed; (up) KPMG LLP, the auditors of the Corporation, are independent public accountants as required under Securities Law other than the state and federal securities laws of the United States and there has not been any disagreement (within the meaning of National Policy Statement No. 31) with the present or former auditors of the Corporation other than as disclosed in the Information Record; (q) there are no outstanding issues or disagreements with the auditors of the Corporation in connection with the financial statements of the Corporation for the year ended December 31, 2000 (the "Year-End Statements") or any fact or issue that would or could lead to a disagreement with the auditors; (r) to the knowledge of the Corporation, there are no agreement is facts or issues relating to the Corporation that would require the auditors to provide a qualified report in force connection with the Year-End Statements; (s) the Corporation does not intend to have any write downs or effect which in any manner affects the voting or control of write-offs with respect to any of the securities Corporation's assets for the year ended December 31, 2001; (t) the Corporation is not aware of any liability for which a reserve has not been previously made; (u) since September 30, 2001, (i) there has not been any material change or a change in a material fact in the business, affairs, financial position, operations, business prospects, undertakings, assets, liabilities or obligations, contingent or otherwise or capital of the Corporation, and (ii) there has been no transaction entered into by the Corporation, other than those in the ordinary course of business or those that have been publicly disclosed; (v) the Corporation is not included in a list of defaulting "reporting issuers maintained by the Securities Commissions issuer" in the Qualifying Jurisdictions Provinces and is not in default under Securities Laws in the Qualifying Provinces. In particular, without limiting the foregoing, the Corporation has at all relevant times complied is in compliance with its obligations to make timely disclosure of all material changes relating to itit and since September 30, 2001 no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXVfiled; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) no portion of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein Information Record contained a misrepresentation as the “SEC Reports”) on a timely basis or has received a valid extension at its date of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentspublic dissemination; (x) neither the Corporation norSpecial Warrants, to the knowledge of the CorporationBroker's Option, Fiscal Advisor Option or any director, officer, agent, employee, affiliate or other person acting on behalf Underlying Securities of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation do not constitute "foreign property" within the meaning of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Income Tax Act (Canada) (the “CFPOA”) including), without limitation, making use of the mails or any means or instrumentality amendments thereto publicly announced by the Minister of interstate commerce corruptly in furtherance of an offer, payment, promise Finance prior to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsthat time; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of a Foreign Assets Control of the United States Treasury Department Issuer and reasonably believes that there is no substantial U.S. market interest (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thdefined in

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

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the Agents, Agent and acknowledges that the Agents are Agent is relying upon such representationsrepresentations and warranties, warranties and covenants, thatas follows: (a) the Corporation (i) has been duly incorporated, amalgamated or continued and is duly amalgamated validly subsisting under the Business Corporations laws of Nevada; (b) other than Clarkdale Metals Corp. and Clarkdale Minerals LLC (collectively, the “Subsidiaries”), the Corporation has no active or material Subsidiary, as such term is defined in the Securities Act (Ontario); (c) with respect to the Corporation and each of the Subsidiaries, except to the extent that any violation or other matter referred to in this subparagraph does not have a material adverse effect on the business, financial condition, assets, properties, liabilities or operations of the Corporation or each of the Subsidiaries (the “ActProperty”) (A) the Corporation and is up-to-date its Subsidiaries are not in violation of any applicable federal, state or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters (collectively, “Environmental Laws”); (B) the Corporation and its Subsidiaries have operated its business at all times and have received, handled, used, stored, treated, shipped and disposed of all material corporate filings contaminants without violation of Environmental Laws; (C) the Corporation and its Subsidiaries have had no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems that have not been remedied; (D) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Corporation and its Subsidiaries; (E) the Corporation and its Subsidiaries have not failed to report to the proper federal, state, local or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign the occurrence of any event which is required to be so reported under Environmental Laws; (F) the Corporation and its Subsidiaries hold all licenses, permits and approvals required under any Environmental Laws in good standing connection with the operation of its business and the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by the Corporation or its Subsidiaries, and (B) notifications relating to reclamation, remediation or similar obligations under Environmental Laws, the Corporation and its Subsidiaries have not received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any licence, permit or approval issued pursuant thereto, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (G) Except as allowed by law, the Property has not, does not, and will not contain any chemical or other substance that is prohibited, limited or regulated by law, or that might pose a hazard to health or safety (including, but not limited to, asbestos, asbestos-containing materials, radon gas, urea formaldehyde foam insulation and polychlorinated biphenyls; or any other substance deemed to be a “hazardous material,” “toxic substance,” “hazardous substance,” “hazardous waste” or “solid waste (collectively “Hazardous Substances”), by, without limiting the generality of the foregoing, the United States Environmental Protection Agency or in the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the National Environmental Policy Act of 1969, the Superfund Amendment and Reauthorization Act of 1986 and Title III of the Superfund Amendment and Rehabilitation Act, Nevada Revised Statutes Chapter 40 and Chapter 459, or any and all regulations promulgated under any such Actlaw; or any and all similar or successor laws. (iid) Each of the Corporation and the Subsidiaries has all requisite corporate powercapacity, power and authority and capacity to carry on its business as now conducted and as presently proposed to be conducted by it and to own, lease and operate its properties assets and assets (including as described in the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder of this Agreement, the Subscription Agreements and thereunder; (b) to undertake the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated Offering and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingother transactions contemplated herein; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by authorized capital of the Corporation so consists of 400,000,000 common shares of which 89,151,666 common shares and no preferred shares are issued and outstanding as to validly issue at the date hereof, and sell all of the Offered Shares Corporation’s issued and to issue the Compensation Optionsoutstanding shares are fully paid and non- assessable; (f) except for the approval minutes of the TSXV Directors’ and any post-closing notice filings required under applicable United States federal or state securities laws, Shareholders’ meetings of the Corporation as provided to Agent’s counsel are true and correct and contain all consents, approvals, authorizations the resolutions of the directors and corporate action have been taken and all necessary documents have been delivered and executed with respect to shareholders as of the Offeringdate hereof; (g) other than pursuant to the execution and delivery provisions of this Agency Agreement and the Compensation Option CertificatesAgreement, and the performance as of the transactions contemplated hereby and therebydate of this Agreement, including the issuance and sale of the Offered Sharesno person, have been duly authorized by all necessary corporate action firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether preemptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than 18,941,003 outstanding warrants and 3,945,700 stock options issued to directors, officers, employees and key consultants of the Corporation under the Corporation’s stock option plan; (h) each of this Agency Agreement has been Agreement, the Subscription Agreements, Broker’s Warrants and Warrants (collectively, the “Transaction Documents”) have been, or will be, upon execution thereof, duly authorized, executed and delivered by the Corporation and constitutes constitute, or will constitute when executed, a legal, valid and binding obligation of the Corporation, Corporation enforceable against the Corporation in accordance with its terms, provided that terms except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, that (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (iii) equitable remedies, including, without limitation, specific performance and other equitable remedies injunctive relief, may only be granted only in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have beenCorporation is not in default or breach of, and the execution and delivery of, and the compliance with the terms of, the Transaction Documents will not result in a material breach of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and does not and will not conflict with: (i) any material statute, rule or regulation applicable to the Corporation; (ii) any of the terms, conditions or provisions of the constating documents or by-laws or resolutions of the Corporation; (iii) any material trust indenture, agreement, instrument, lease or other document (“Material Contract”) to which the Corporation is a party or by which the Corporation is a party or will be contractually bound as of the Closing Time; or (iv) any material judgment, decree or order binding on the Corporation, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation any of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Sharesits assets; (j) all Material Contracts to which the Compensation Options Corporation or any of its Subsidiaries is a party are in good standing and in full force and effect unamended and no material default or breach exists in respect of any of them on the part of any of the parties to them and no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach and which would have been, or prior to a material adverse effect on the Closing Time will be duly Corporation; the foregoing includes all the presently outstanding Material Contracts entered into by the Corporation in the course of carrying out its operations and validly authorized and createdall operations related thereto; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital audited annual financial statements of the Corporation consists as at and for the year ended December 31, 2005 and the unaudited financial statements of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislationfor the period ending September 30, or proposed legislation published by a legislative body2006 (collectively, which it anticipates will materially the “Financial Statements”), delivered to the Agent (i) are, in all material respects, consistent with the books and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects records of the Corporation on a consolidated basis; (ii) contain and reflect all material adjustments for the fair presentation of the consolidated results of operations and the financial condition of the business of the Corporation for the periods covered thereby in accordance with generally accepted accounting principles in the United States, consistently applied; and (iii) present fully, fairly and correctly, the consolidated material assets and financial condition of the Corporation as at the date thereof and the results of operations and the changes in financial position for the period then ended; (nl) no order ceasing or suspending trading except as otherwise disclosed in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued public filings with the United States Securities and no proceedings for such purpose are threatened orExchange Commission, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the consolidated assets, liabilitiesliabilities or obligations (absolute, obligations contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since September 30, 2006; and since that date and except as publicly disclosed, there have been no material facts, transactions, events or occurrences which could reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation on a consolidated basisCorporation; (iim) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except other than as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect)Agent, there are no threats of actions, suits, proceedings or investigations (whether or not purportedly by or on behalf inquiries, including, to the best of the Corporation) that have been made to the Corporation or’s knowledge, to the knowledge of the Corporation, that are pending or threatened against or affecting the Corporation or any of the Subsidiaries claiming an amount in excess of $50,000 in the aggregate, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board board, bureau, agency or agency, domestic or foreign, instrumentality which in any way could reasonably be expected to materially adversely affect the capital assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation (on a consolidated basis) or any of the material properties or assets of the Corporation or any of the Subsidiaries and the Corporation and each of the Subsidiaries has no knowledge of any existing ground on which any such suit, proceeding or inquiry might be commenced with any reasonable likelihood of success; (n) the Corporation and each of the Subsidiaries, and any predecessor corporation, have filed all necessary tax returns and notices required to be filed by them and the Corporation and each of the Subsidiaries is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon with respect to itself where, in any of the above cases, it could reasonably be expected to result in any material adverse change in the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise), prospects or results of operations of the Corporation (on a Material Adverse Effectconsolidated basis); (o) no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued that remains outstanding and, to its knowledge, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self-regulatory organization, the Corporation is not in default of any material requirement of any applicable securities legislation and, the Corporation is entitled to avail itself of the applicable prospectus exemptions available under such securities legislation in respect of the trades in its securities to Purchasers as contemplated in this Agreement; (p) the Corporation has no reason to believe that the Engineering Report by Arrakis, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ dated May 24, 2005, has been prepared other than in accordance with industry standards required by state and federal law; (q) the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do any of the foregoing; (r) the representations, warranties and covenants made by the Corporation in the Subscription Agreements are, or will be, true and correct as of the date at which it are made and on the Closing Date; (s) the Corporation has full corporate power and authority to issue the Subject Securities on the applicable Closing Date, the Common Shares will be duly and validly authorized, allotted and issued as fully paid and non-assessable, the Warrants will be duly and validly authorized and issued, and the Broker’s Warrant will be validly authorized and issued; (t) the execution Corporation and, if applicable, each of the Subsidiaries has sufficiently provided for an adequate reserve related to present or future abandonment and delivery related costs; (u) the information and statements filed with the applicable securities regulators as at the date hereof, relating to the Corporation and each of this Agency Agreement the Subsidiaries are true, correct, and complete and do not contain any misrepresentation, as of the Compensation Option Certificatesrespective dates of such information or statements, and no material change has occurred in relation to the Corporation or any of the Subsidiaries which is not disclosed in the documents filed with the applicable securities regulators, and the fulfilment Corporation has not filed any confidential material change reports which continue to be confidential; (v) the Corporation is a “reporting company”, being an issuer that has a class of securities registered under Section 12(b) or Section 12(g) of the terms hereof Securities Exchange Act of 1934 or is required to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 not in default of applicable securities legislation, and thereof by is not, to the Corporationbest of its knowledge, including in material default of securities legislation or subject to any cease trade order or other restriction on the issuance and transfer of its securities; (w) no authorization, approval or consent of any court or United States federal or state governmental authority or agency is necessary in connection with the sale of the Offered SharesSecurities as contemplated hereunder, do not and will not (except such as may be required under U.S. securities laws, including, without limitation the case may be) conflict with or result in a breach or violation Securities Act of any of the terms or provisions of1933, as amended, or constitute a default under, whether after notice the rules and regulations promulgated thereunder or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporationstate securities laws; (ux) Pacific Stock Transfer Company at its principal office in ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, is the duly appointed registrar and transfer agent of the Corporation with respect to the common shares; (y) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any insider of the Corporation has a present intention to sell any securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained held by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf and all operations of the Corporation is currently subject to any United States sanctions administered by the Office have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of Foreign Assets Control of the United States Treasury Department (“OFAC”); government and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACcompetent authorities; (aa) all filings and fees required subject to be made and paid by the Corporation pursuant rights granted to Applicable Securities Laws have been paid or will be promptly paid by it under the Corporation following the Closing Time; (bb) various option agreements referred to in the Corporation’s Auditors who audited public filings and the consolidated financial statements conditions of applicable regulatory permits, the Corporation and each of the Corporation for the year ended December 31Subsidiaries has all right, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty title and interest payable with respect thereto (collectivelyto all of its properties, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact all of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to resources on its properties including th

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to the AgentsUnderwriters, and acknowledges intending that the Agents are relying same may be relied upon such representations, warranties and covenantsby the Underwriters, that: (a) each of the Corporation (i) and the Material Subsidiaries has been duly incorporated, continued or amalgamated and organized and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect laws of all material corporate filings and is in good standing under such Act; (ii) its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power, authority power and capacity to carry on its business as now conducted and as contemplated by the Prospectuses, and to own, lease and operate its properties and assets (including as described in assets, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderits obligations under this Agreement; (b) the only material operating subsidiaries of the Corporation does not have any material subsidiariesare listed in Schedule A; (c) no proceedings have been taken, instituted or, to the knowledge Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the CorporationMaterial Subsidiaries as set out in Schedule A, are pending for in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance other than as described in Schedule B or in the dissolution or liquidation of the CorporationProspectuses; (d) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Provinces and the Corporation is not in default in any material respect of any of the requirements of Canadian Securities Laws; (e) the Corporation is qualified to file a short form prospectus that is a base shelf prospectus pursuant to the Shelf Procedures and is eligible to file a prospectus in the form of a short form prospectus under NI 44-101 in each of the Qualifying Provinces and at the respective times of filing, each of the Canadian Base Prospectus, the Canadian Pricing Prospectus, the Canadian Prospectus Supplement and any Supplementary Material, have complied and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been or will be filed, have and will provide full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and the Offered Securities and do not and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of the date of filing, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters and provided in writing by the Underwriters; (f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Offered Securities has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened; (g) the Corporation’s common shares are posted and listed for trading on the Exchanges and the GSE and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (h) other than pursuant to the Corporation’s Stock Option Plans, the Warrants, the convertible debentures of the Corporation outstanding as at the date hereof, the Notes to be issued pursuant to the Notes Exchange and the Notes Offering, or as set out in the Offering Documents or Documents Incorporated by Reference, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares; (i) as at July 26, 2016, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of first preferred shares (the “Preferred Shares”), of which 282,727,008 Common Shares and no Preferred Shares are issued and outstanding; (j) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate have a Material Adverse Effect. Each of the Corporation and the Material Subsidiaries, hold all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted, except for any Authorities which, if not obtained, would not individually or in the aggregate have a Material Adverse Effect. To the best of the Corporation’s knowledge, information and belief, all of the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as currently contemplated to be conducted during the next six months. None of the Corporation, nor any of the Material Subsidiaries, has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation and the Material Subsidiaries (taken as a whole) (a “Material Adverse Effect”) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising: (i) the Bogoso/Prestea property; (ii) the Prestea Underground property; and (iii) the Wassa property. The above-noted properties are referred to, collectively, as the “Material Resource Properties” and each such property is as described in the Canadian Prospectus and Documents Incorporated by Reference; (k) except as disclosed in the Offering Documents, there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or its Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Corporation and its Material Subsidiaries in the ordinary course; (l) the Corporation and each of its Material Subsidiaries have good and marketable title to all material assets owned by them free and clear of all liens, charges and encumbrances, other than as described in Schedule B or in the Offering Documents or Documents Incorporated by Reference and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation and the Material Subsidiaries taken as a whole; (m) the Corporation made available to the respective authors, prior to issuance, of the current technical reports relating to the Material Resource Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available; (n) the Corporation is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all applicable lawstechnical reports required thereby and, rules at the time of filing, the Reports complied, in all material respects, with the requirements of NI 43-101; all scientific and regulations technical information disclosed in the Offering Documents: (including i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance, in all applicable federalmaterial respects, national, provincial, municipalwith NI 43-101, and local environmental anti-pollution (iii) was true, complete and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified accurate in all jurisdictions material respects at the time of filing; (o) except as set forth in which it ownsthe Offering Documents or the Documents Incorporated by Reference or as are not individually or in the aggregate material to the Corporation and Material Subsidiaries (taken as a whole), leases or operates its property or carries other than as would not have a material effect on business to enable its business to be carried on as now conducted and its property and assets to be the value of such interests, all interests in the Material Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with good and operated marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances (other than as set forth in Schedule B) and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s or the Material Subsidiaries’ business (except in respect of the development and mining of Prestea Underground and Wassa Underground) and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit or explore (as the case may be) any such property rights, except as set forth in the Offering Documents or the Documents Incorporated by Reference or as set forth in Schedule B; (p) (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of their businesses taken as a whole and (B) all such licencescontracts, registrations agreements, indentures, leases, policies, instruments and qualifications licences are valid, subsisting valid and binding in good standing accordance with their terms and it has are in full force and effect; (q) except in each case as publicly disclosed or as would not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could otherwise reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; Effect: (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any best of the Corporation’s issued securities knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has been issued and no proceedings for such purpose are threatened a direct or indirect interest, whether leasehold, fee simple or otherwise (the “Real Property”), or upon or within which it has operations, is currently subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment; (ii) except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature occupier of the Corporation; (p) since December 31Real Property, 2013, except as disclosed in the Public Record: (i) there has not been filed any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by notice under any federal, provincial, state, state or municipal or other governmental department, commission, board or agencylaw, domestic or foreign, which could reasonably be expected to have indicating past or present treatment, storage or disposal of a Hazardous Material; (iii) except in material compliance with applicable environmental laws, none of the Real Property has at any time been used by the Corporation or a Material Adverse Effect; (t) Subsidiary or, to the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment best of the terms hereof Corporation’s knowledge, information and thereof belief by any other occupier, as a waste storage or waste disposal site; (iv) the Corporation, including on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of environment from any of the terms Real Property or provisions ofoperations thereon; (v) none of the Corporation or any Material Subsidiary or, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions best of the Corporation; (C) ’s knowledge, any occupier of the terms Real Property, generates, transports, treats, processes, stores or disposes of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of waste on any of the securities Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the Corporation; natural environment (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife; (vi) to the Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the FCPA and protection of the CFPOA; and natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the Corporation will monitor its respective businesses purposes of this Section 5(q), “Hazardous Material” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to ensure compliance with cause, at some immediate or future time, harm or degradation to the FCPA and the CFPOAnatural environment (including, as applicablewithout limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, if violations without restricting the generality of the FCPA foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined by applicable federal, provincial, state or municipal laws or regulations enacted for the CFPOA are found, will take remedial action to remedy such violations; (y) the operations protection of the Corporation arenatural environment (including, and have been conducted at all timeswithout limitation, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United Statesambient air, surface water, ground water, land surface or subsurface strata), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations human health or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatenedwildlife; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

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

Representations and Warranties of the Corporation. The Corporation represents, warrants and covenants to that, as of the Agents, date given above and acknowledges that at the Agents are relying upon such representations, warranties and covenants, thatClosing: (a) the Corporation (i) is duly a valid and subsisting corporation amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell laws of the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderProvince of British Columbia; (b) the Corporation does not have any material subsidiariesis duly registered and licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of that jurisdiction; (c) no proceedings have been taken, instituted or, to as at the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery date of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 which 80,557,999 Common Shares were are issued and outstanding as fully paid and non-assessable Common Sharesas at January 25, 2022; (md) all financial statements, information circulars, news releases, material change reports and other documents filed by the Corporation with the Commissions in Canada on the System for Electronic Document Analysis and Retrieval or with the United States Securities and Exchange Commission (the “Disclosure Record”) within the past 12 months were true and correct in all material respects and did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) as at the respective dates of such filings; (e) except as qualified by the disclosure in the Disclosure Record, the Corporation is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record; (f) except as qualified by the disclosure in the Disclosure Record, any and all agreements pursuant to which the Corporation holds its material assets or is entitled to the use of material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms and the Corporation is not in material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation is not aware of any legislationdisputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, and claims pursuant to which the Corporation derives its interests in such material assets are in good standing and there has been no material default under any such leases, licenses, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid; (g) except as qualified by the disclosure in the Disclosure Record, the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business (except when the failure to do so would not have a material adverse effect) and possesses all material certificates, authorities, permits or licences issued by the appropriate provincial, state, municipal, federal or other governmental or regulatory agency or body necessary to carry on the business currently as carried on, or proposed legislation published contemplated to be carried on, by a legislative bodyit, which it anticipates will is in compliance in all material respects with such certificates, authorities, permits and licences and with all laws, regulations, tariffs, rules, orders and directives material to its operations, including, without limitation, all laws, regulations and statutes relating to mining claims, concessions, licenses, leases or other instruments and the Corporation has not received any notice of proceedings relating to the revocation or modification of any such certificates, authorities, permits, licences, mining claims, concessions, leases or other instruments conferring mineral rights which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially and adversely affect the conduct of its business, affairs, operations, assetsfinancial condition or income of the Corporation and it has not received notice of the revocation or cancellation of, or any intention to revoke or cancel, any such licence, permit, approval, consent, certificate, registration or authorization; (h) the financial statements of the Corporation contained in the Disclosure Record, filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities as of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pendingdate thereof; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) the Corporation has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Laws and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Offered Securities; (j) there is not presently any material change, as defined in the Securities Laws, relating to the Corporation or change in any material fact, as defined in the Securities Laws, relating to any of the Purchased Securities, which has not been any material change fully disclosed in accordance with the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations requirements of the Corporation on a consolidated basisSecurities Laws and the policies of the Stock Exchanges; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiik) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance issue and sale of the Offered Shares, do Securities by the Corporation does not and will not (as the case may be) conflict with or with, and does not and will not result in a breach or violation of of, any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease ’s constating documents or any other material agreement or instrument to which the Corporation is a party or by which they are it is bound; or ; (Dl) any judgmentexcept as described in the Disclosure Record, decree or order binding the Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the respective property or assets best of the Corporation’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened; (um) there are no judgments against the Corporation which are unsatisfied, nor is the Corporation subject to any consent decrees or injunctions; (n) this Agreement has been or will be at the knowledge Closing Date duly authorized by all necessary corporate action on the part of the Corporation, no agreement and the Corporation has full corporate power and authority to undertake the Offering; (o) to the Corporation’s knowledge, it is not in force or effect which default in any manner affects the voting or control material respect of any of the requirements of the Securities Laws or any of the administrative policies, notices or rules, as applicable, of the Toronto Stock Exchange; (p) no order ceasing or suspending trading in securities of the CorporationCorporation nor prohibiting the sale of such securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (wq) the Corporation has complied in filed all material respects with requirements to file all reportsfederal, schedulesprovincial, forms, statements local and other documents that it is foreign tax returns which are required to file under the U.S. Exchange Actbe filed, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPrequested extensions thereof, and fairly present in have paid all material respects the financial position of the Corporation as of taxes required to be paid by them and for the dates thereof and the results of operations and cash flows for the periods then endedany other assessment, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation norfine or penalty levied against them, to the knowledge extent that any of the Corporationforegoing is due and payable, any directorexcept for such assessments, officer, agent, employee, affiliate or other person acting on behalf of fines and penalties which are currently being contested in good faith; and (r) the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, established on its books and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of records reserves which are adequate for the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) not yet due and payable by and there are no liens for taxes on the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact assets of the Corporation or result in a Material Adverse Effect. All tax returnsits subsidiaries except for taxes not yet due, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with audits of any Governmental Authority respecting any taxes that have been paid, or may be payable, of the tax returns of the Corporation which are known by the Corporation’s management to be pending, other than such audits which are currently being contested in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thgood faith.

Representations and Warranties of the Corporation. (1) The Corporation represents, hereby represents and warrants and covenants to the Agents, and acknowledges intending that the Agents are relying same may be relied upon such representations, warranties and covenantsby the Agents, that: (a) each of the Corporation (i) and the Material Subsidiaries has been duly incorporated, continued or amalgamated and organized and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect laws of all material corporate filings and is in good standing under such Act; (ii) its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power, power and authority and capacity to carry on its business as now conducted and as contemplated by the Prospectuses, and to own, lease and operate its properties and assets (including as described in assets, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderits obligations under this Agreement; (b) the only material operating subsidiaries of the Corporation does not have any material subsidiariesare listed in Schedule A; (c) no proceedings have been taken, instituted or, to the knowledge Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the CorporationMaterial Subsidiaries as set out in Schedule A, are pending for in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance, other than as is described in the dissolution or liquidation of the CorporationProspectuses; (d) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any Common Shares of the Corporation or the sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened; (e) the Corporation’s common shares are posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (f) other than options under the Corporation’s Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for common shares other than as set out in the Prospectuses; (g) as at December 20, 2005, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 142,987,394 Common Shares and no First Preferred shares are issued and outstanding; (h) the Corporation, each of the Material Subsidiaries, and, to the Corporation’s knowledge after due inquiry, St. Jude have conducted its business and are conducting their respective businesses in compliance, in all material respects, compliance with all applicable laws, rules rules, regulations, tariffs, orders and regulations (directives, including without limitation, all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory body, of bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which its business is carried the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate be material and is licensedadverse to the Corporation and the Material Subsidiaries (taken as a whole). Each of the Corporation, registered or qualified the Material Subsidiaries, and, to the knowledge of the Corporation after due inquiry, St. Jude hold all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which it owns, leases or operates its property or each carries on business to enable its business and which are material for and necessary or desirable to be carried carry on their respective businesses as now conducted conducted. To the best of the Corporation’s knowledge, information and its property belief all the Authorities are valid and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting existing and in good standing and it none of the Authorities contain any burdensome term, provision, condition or limitation which has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected is likely to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to any material adverse effect on the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action business of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes Material Subsidiaries (taken as a valid and binding obligation whole) as now conducted or as currently proposed to be conducted. None of the Corporation, enforceable against any of the Material Subsidiaries, or, to the knowledge of the Corporation in accordance with its termsafter due inquiry, provided that enforcement thereof may be limited by laws affecting creditors’ rights generallySt. Jude has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, that specific performance and other equitable remedies may only be granted singly or in the discretion aggregate, if the subject of a court of competent jurisdictionan unfavourable decision, that ruling or finding, would materially adversely affect the provisions thereof relating to indemnitybusiness, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions operations, financial condition, or income of the Limitations ActCorporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, 2002 or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising: (Ontario)i) the Bogoso/Prestea property; (hii) except for any postthe Prestea Underground property; (iii) the Dunkwa-closing notice filings required under applicable United States federal or state securities lawsMampon properties; (iv) the Wassa property; and (v) the Hwini-Butre property. The above-noted properties are referred to, collectively, as the execution “Material Resource Properties” and delivery of this Agency Agreement and each such property, other than the Compensation Option CertificatesHwini-Butre property, and is as described in the fulfilment Form 10-K of the terms hereof and thereof by the CorporationCorporation dated April 14, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations2005; (i) the Offered Shares have beenCorporation, or prior each of its Material Subsidiaries, and, to the Closing Time will beCorporation’s knowledge after due inquiry, duly St. Jude have good and validly authorized for issuance andmarketable title to all assets owned by them free and clear of all liens, upon receipt by charges and encumbrances, other than as described in the Prospectuses, and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation of or the purchase price for the Offered Shares, will be validly issued Material Subsidiaries taken as fully paid and non-assessable Common Sharesa whole; (j) except as set out in the Compensation Options have beenProspectuses or as are not individually or in the aggregate material to the Corporation and the Material Subsidiaries (taken as a whole), or prior other than as would not have a material effect on the value of such interests, all interests in the Material Resource Properties are owned, leased or held by the Corporation, its Material Subsidiaries or, to the Closing Time will be duly Corporation’s knowledge after due inquiry, St. Jude as owner or lessee thereof, are so owned with good and validly authorized marketable title or are so leased with good and createdvalid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances, except with respect to the litigation listed ion Schedule C, and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s, the Material Subsidiaries’ or, to the knowledge of the Corporation after due inquiry, St. Jude’s business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit or explore (as the case may be) any such property rights, except as set out in the Prospectuses; (k) (A) the Compensation Option Shares Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to be issued upon exercise the conduct of the Compensation Optionstheir businesses taken as a whole and (B) all such contracts, including payment agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and are in full of the applicable exercise price, will be validly issued as fully paid force and non-assessable Common Shareseffect; (l) except in each case as publicly disclosed: (i) to the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any best of the Corporation’s issued securities knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries or, to the knowledge of the Corporation after due inquiry, St. Jude has a direct or indirect interest, whether leasehold or fee simple or otherwise (the “Real Property”), or upon or within which it has operations, is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment; (ii) except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary nor, to the Corporation’s knowledge, St. Jude or any occupier of the Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material; (iii) except in material compliance with applicable environmental laws, none of the Real Property has at any time been issued and no proceedings for such purpose are threatened used by the Corporation or a Material Subsidiary or, to the knowledge of the Corporation after due inquiry, St. Jude or, to the best of the Corporation’s knowledge, pending; information and belief by any other occupier, as a waste storage or waste disposal site; (oiv) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there , has not been no contingent liability of which it has knowledge in connection with any material change in release of any Hazardous Material on or into the capital stock or long-term debt environment from any of the Corporation on a consolidated basisReal Property or operations thereon; and (iiiv) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf none of the Corporation) that have been made to the Corporation , any Material Subsidiary or, to the Corporation’s knowledge after due inquiry, St. Jude or, to the best of the Corporation’s knowledge, that are pending any occupier of the Real Property, generates, transports, treats, processes, stores or affecting disposes of any waste on any of the Corporation at law or Real Property in equity (whether in any court, arbitration or similar tribunal) or before or by any material contravention of applicable federal, provincial, statestate or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife (vi) to the Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property in contravention of applicable federal, provincial, state or municipal laws or other governmental department, commission, board or agencyregulations, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) enacted for the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment protection of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not natural environment (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 6(1)(l), “Hazardous Material” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to cause, at some immediate or future time, harm or degradation to the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the mails foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or any means hazardous waste as defined by applicable federal, provincial, state or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay municipal laws or authorization regulations enacted for the protection of the payment of any moneynatural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or other property, gift, promise to give, human health or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationswildlife; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to the AgentsUnderwriters, and acknowledges intending that the Agents are relying same may be relied upon such representations, warranties and covenantsby the Underwriters, that: (a) each of the Corporation (i) and the Material Subsidiaries has been duly incorporated, continued or amalgamated and organized and is duly amalgamated validly existing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect laws of all material corporate filings and is in good standing under such Act; (ii) its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power, power and authority and capacity to carry on its business as now conducted and as contemplated by the Final Prospectus, and to own, lease and operate its properties and assets (including as described in assets, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderits obligations under this Agreement; (b) the only material operating subsidiaries of the Corporation does not have any material subsidiariesare listed in Schedule A; (c) no proceedings have been taken, instituted or, to the knowledge Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the CorporationMaterial Subsidiaries as set out in Schedule A, are pending for in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance other than as described in the dissolution Prospectus or liquidation of the CorporationIncorporated Documents; (d) the Corporation has conducted its business is a reporting issuer or the equivalent in complianceeach of the Qualifying Provinces and the Corporation is not in default in any material respect of any of the requirements of the Canadian Securities Laws; (e) the Corporation is eligible to use the POP System and at the respective times of filing, in each of the Preliminary Prospectus and the Final Prospectus together with any Prospectus Amendment and any Supplementary Material have complied and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been or will be filed, have and will provide full, true and plain disclosure of all material respectsfacts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and to the Common Shares and do not and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of the date of filing, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters or Agents or provided by the Underwriters or Agents; (f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened; (g) the Corporation’s common shares are posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges; (h) other than options under the Corporation’s Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares other than as set out in the Final Prospectus; (i) as at December 9, 2005, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 142,987,394 Common Shares and no First Preferred shares are issued and outstanding; (j) the Corporation, each of the Material Subsidiaries and, to the Corporation’s knowledge after due inquiry, St. Jude have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules rules, regulations, tariffs, orders and regulations (directives, including without limitation, all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory body, of bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which its business is carried the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate be material and is licensedadverse to the Corporation and the Material Subsidiaries (taken as a whole). Each of the Corporation, registered or qualified the Material Subsidiaries, and, to the Corporation’s knowledge after due inquiry, St. Jude hold all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which it owns, leases or operates its property or each carries on business to enable its business and which are material for and necessary or desirable to be carried carry on their respective businesses as now conducted conducted. To the best of the Corporation’s knowledge, information and its property belief all the Authorities are valid and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting existing and in good standing and it none of the Authorities contain any burdensome term, provision, condition or limitation which has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected is likely to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to any material adverse effect on the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action business of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes Material Subsidiaries (taken as a valid and binding obligation whole) as now conducted or as currently proposed to be conducted. None of the Corporation, enforceable against any of the Material Subsidiaries, or, to the Corporation’s knowledge after due inquiry, St. Jude has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of Material Subsidiaries (taken as a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions whole) or any notice of the Limitations Actrevocation or cancellation of, 2002 (Ontario); (h) except for or any post-closing notice filings required under applicable United States federal intention to revoke or state securities lawscancel, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment any of the terms hereof and thereof by the Corporationmining claims, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration concessions or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations;leases comprising: (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common SharesBogoso/Prestea property; (jii) the Compensation Options have beenPrestea Underground property; (iii) the Dunkwa-Mampon properties; (iv) the Wassa property; and (v) the Hwini-Butre property. The above-noted properties are referred to, or prior to collectively, as the Closing Time will be duly “Material Resource Properties” and validly authorized and created;each such property, other than the Hwini-Butre property, is as described in the Form 10-K of the Corporation dated April 14, 2005. (k) the Compensation Option Shares Corporation, each of its Material Subsidiaries and, to be issued upon exercise the Corporation’s knowledge after due inquiry, St. Jude, have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Compensation OptionsIncorporated Documents and other than such liens, including payment charges and encumbrances that are not individually or in full of the applicable exercise price, will be validly issued aggregate material to the Corporation and the Material Subsidiaries taken as fully paid and non-assessable Common Sharesa whole; (l) except as set out in the authorized capital Final Prospectus or the Incorporated Documents or as are not individually or in the aggregate material to the Corporation and Material Subsidiaries (taken as a whole), or other than as would not have a material effect on the value of such interests, all interests in the Material Resource Properties are owned, leased or held by the Corporation, its Material Subsidiaries or, to the Corporation’s knowledge after due inquiry, St. Jude as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances, except with respect to the litigation listed in Schedule B, and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s, the Material Subsidiaries’ or, to the knowledge of the Corporation consists after due inquiry, St. Jude’s business and there are no restrictions on the ability of an unlimited number of Common Sharesthe Corporation or the Material Subsidiaries to use, of whichtransfer or otherwise exploit or explore (as the case may be) any such property rights, except as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Sharesset out in the Final Prospectus or the Incorporated Documents; (m) (A) the Corporation is not aware and its Material Subsidiaries are in material compliance with all material terms and provisions of any legislationall contracts, or proposed legislation published by agreements, indentures, leases, instruments and licences material to the conduct of their businesses taken as a legislative bodywhole and (B) all such contracts, which it anticipates will materially agreements, indentures, leases, policies, instruments and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basislicences are valid and binding in accordance with their terms and are in full force and effect; (n) no order ceasing or suspending trading except in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, each case as publicly disclosed: (i) to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature information and belief none of the Corporation; real property (pand the buildings constructed thereon) since December 31, 2013, except as disclosed in which the Public Record: (i) there has not been Corporation or any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation Subsidiaries or, to the knowledge of the CorporationCorporation after due inquiry, that are pending St. Jude has a direct or affecting indirect interest, whether leasehold or fee simple or otherwise (the Corporation at law “Real Property”), or in equity (whether in upon or within which it has operations, is subject to any court, arbitration judicial or similar tribunal) or before or by administrative proceeding alleging the violation of any federal, provincial, statestate or municipal environmental, municipal health or other governmental department, commission, board safety statute or agencyregulation, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds investigation concerning whether any remedial action is needed to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities respond to a release of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thHazardous

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent and the Subscribers, and acknowledges that the Agents Agent and the Subscribers are relying upon such representationsrepresentations and warranties in connection with the purchase and sale of the Special Warrants, warranties and covenants, thatas of a Closing Date as follows: (a) the Corporation (i) is a corporation duly amalgamated organized and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) and is up-to-date jurisdiction in respect of all material corporate filings and is in good standing under such Act; (ii) which it was incorporated, has all requisite corporate power, power and authority and capacity is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease and or operate its properties and assets (including as described in and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Public Disclosure); and (iii) Corporation has all requisite corporate power, power and authority and capacity to create, issue and sell the Offered Shares, to enter into each of this Agency Agreement Agreement, the Subscription Agreements and the Compensation Option CertificatesSpecial Broker Warrant Certificate, (collectively, the “Transaction Documents”) and to carry out the provisions contained in its obligations hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge each of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Special Warrants, the performance by the Corporation of its obligations thereunder and the Compensation Option Certificates, and the performance consummation of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered SharesTransaction Documents, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a material default under, under (whether after notice or lapse of time or both, ) (A) any statute, rule or regulation applicable to the CorporationCorporation including, including without limitation, Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the CorporationCorporation which are in effect at the date hereof; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or any other material agreement document to which the Corporation is a party or by which they are it is bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (uc) The Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting securities of any company; (d) the Corporation has not approved, is not contemplating, has not entered into any agreement in respect of, or does not have any knowledge of: (A) the purchase of any property material to the knowledge Corporation or assets or any interest therein or the sale, transfer or other disposition of any property material to the Corporation or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities ) of the Corporation; (ve) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Financial Statements have been prepared in accordance with U.S. accounting principles generally accepted accounting principles in Canada and consistently applied on a consistent basis during throughout the periods involved (“GAAP”)period referred to herein, except as may be otherwise specified in such financial statements or the notes thereto contain no misrepresentation and except that unaudited financial statements may not contain all footnotes required by GAAPpresent fully, fairly and fairly present correctly, in all material respects respects, the financial position condition of the Corporation as of and for at the dates thereof and the results of the operations and cash flows for the periods then ended, subject, changes in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements position of the Corporation for the year periods then ended December 31and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, 2014 expenses and delivered their auditors’ report thereto are independent public accountants as required by losses of the Canadian Securities LawsCorporation and there has been no change in accounting policies or practices of the Corporation since September 30, 2013; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (ddf) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in have a Material Adverse EffectEffect on the Corporation. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading misleading, except where the inaccuracy or such failure to file such documents would not constitute an adverse material fact of the Corporation or result in have a Material Adverse EffectEffect on the Corporation. No To the best of the Corporation’s knowledge, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or result in have a Material Adverse EffectEffect on the Corporation; (eeg) no holder of outstanding shares in the capital of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation and, other than as set out in Schedule B attached hereto, no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding; (h) no legal or governmental proceedings or inquiries are pending to which the Corporation is a party or to which its property is subject that would result in the revocation or modification of any material contract, order, certificate, right, authority, permit or license necessary to conduct the business now owned or operated by the Corporation which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect on the Corporation and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or with respect to its properties; (i) the Corporation is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound; (j) the Corporation owns or has the right to use under license, sub-license or otherwise all material Intellectual Property used by the Corporation in its business; (k) any and all of the agreements and other documents and instruments pursuant to which the Corporation holds the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. The Corporation is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim. The properties (or any interest in, or right to earn an interest in, any property) of the Corporation are not subject to any right of first refusal or purchase or acquisition right; (l) the Transaction Documents have been or will be duly authorized and executed and delivered by the Corporation and constitute or will constitute valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as enforcement thereof may be limited by the Enforceability Qualifications; (m) at the Closing Time all necessary corporate action will have been taken by the Corporation to validly issue the Special Warrants pursuant to the terms of the Special Warrant Indenture, to validly create and issue the Special Broker Warrants and to allot and reserve the Broker Warrants, Preferred Shares issuable upon exercise of the Special Warrants and Broker Shares, which upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (n) the authorized capital of the Corporation consists of an unlimited amount of Common Shares and an unlimited amount of Preferred Shares of which, as at the close of business on the Business Day immediately preceding the date hereof, 15,687,534 Common Shares and 1,702,900 Preferred Shares were issued and outstanding as fully paid and non-assessable shares of the capital of the Corporation. There is sufficient authorized capital for the issuance of all Common Shares issuable on conversion of all Securities contemplated hereby and all outstanding convertible securities of the Corporation. (o) the Corporation has not made any loans to or guaranteed the obligations of any person; (p) with respect to each premises of the Corporation which is material to the Corporation and which the Corporation occupies as tenant (the “Leased Premises”), the Corporation occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation occupies the Leased Premises is in good standing and in full force and effect; (q) the Corporation is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect on the Corporation, and the Corporation has not and is not engaged in any unfair labour practice; (r) none of the directors, officers or employees of the Corporation or any associate or affiliate of any of the foregoing had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation; (s) there have not been and there are not currently any material disagreements with any employee or employees of the Corporation which are adversely affecting or could adversely affect the business of the Corporation; (t) the assets of the Corporation and its business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Corporation has not failed to promptly give any notice of any material claim thereunder; (u) the minute books and records of the Corporation made available to counsel for the Agent in connection with its due diligence investigation of the Corporation for the periods from the Corporation’s date of incorporation to the date hereof are all of the minute books and records of the Corporation and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation to the date hereof not reflected in such minute books and other records, other than those which have been disclosed in writing to the Agent; (v) in connection with the ownership, use, maintenance or operation of its property and assets, including the Leased Premises, the Corporation has not been in violation of any applicable federal, provincial, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters (collectively the “Environmental Laws”) which violation would have a Material Adverse Effect on the Corporation; (w) without limiting the generality of subsection (v) immediately above, the Corporation does not have any knowledge of, and has not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect the Corporation or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws; to the Corporation’s knowledge, there are no facts which could give rise to any such claim or judicial or administrative proceeding; to the best of the Corporation’s knowledge, neither the Corporation nor any of the property, assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority (which term means and includes any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to thgovernment and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing) to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any contaminant into the environment, except for compliance investigations conducted in the normal course by any governmental authority, in each case which could reasonably be expected to have a Material Adverse Effect on the Corporation; (x) there are no orders, rulings or directives issued, pending or, to the best of the Corporation’s knowledge, threatened against the Corporation under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Corporation (including the Leased Premises) which would have a Material Adverse Effect on the Corporation; (y) other than the Agent, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement; (z) the Transfer Agent has been duly appointed as registrar and transfer agent for the securities of the Corporation; (aa) the Corporation is the sole legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in all Corporation IP free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interest of any kind or nature, and the Corporation has no knowledge of any claim of adverse ownership in respect thereof. No consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Corporation IP and none of the Corporation IP comprises an improvement to Licensed IP that would give any person any rights to the Corporation IP, including, without limitation, rights to license the Corporation IP. The Corporation has a valid and enforceable right to the Licensed IP used or held for use in the business of the Corporation; (bb) the Corporation has not received any notice or claim (whether written, oral or otherwise) challenging the Corporation’s ownership or right to use any of the Corporation IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Corporation, is there a reasonable basis for any claim that any person other than the Corporation has any claim of legal or beneficial ownership or other claim or interest in any of the Corporation IP; (cc) all applications for registration of any Registered Corporation IP are in good standing, are recorded in the name of the Corporation and have been filed in a timely manner in the ap

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgents and to the Purchasers, and acknowledges that the Agents are each of them is relying upon such representations, representations and warranties and covenantsin connection with the Offering, that: (ai) the Corporation (i) and each of its Subsidiaries is a corporation duly incorporated, continued or amalgamated and validly existing under the Business Corporations Act (Ontario) (laws of the “Act”) and is up-to-date jurisdiction in respect of all material corporate filings and is in good standing under such Act; which it was incorporated, continued or amalgamated, as the case may be; (ii) the Corporation has all requisite corporate power, authority and capacity to carry on its business as now conducted enter into this Agreement and to perform the transactions contemplated herein (including the issuance of the Unit Shares and Warrants comprising the Units, the Warrant Shares, the Broker Warrants and the Broker Warrant Shares), and the Corporation and the Subsidiaries have the requisite corporate power, authority and capacity to own, lease and operate its properties and assets (including and carry on its business as described in the Public Disclosure); and (iii) has all requisite corporate powerDisclosure Documents, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted orand, to the knowledge of the Corporation, are pending for the no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or liquidation of the Corporationwinding-up; (diii) the Corporation controls all of the issued and outstanding shares of the Subsidiaries free and clear of all Encumbrances, claims or demands whatsoever and no person has conducted any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares in the capital of the Subsidiaries. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non-assessable shares; (iv) other than the Subsidiaries, the Corporation has no direct or indirect subsidiaries or any investment or proposed investment in any person; (v) the Corporation and each of its Subsidiaries is conducting its business in compliance, compliance in all material respects, respects with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of in each jurisdiction in which its business is carried on and is licensedholds all requisite licences, registered registrations, qualifications, permits and consents necessary or qualified in all jurisdictions in which it owns, leases or operates its property or carries appropriate for carrying on business to enable its business to be as currently carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations registrations, qualifications, permits and qualifications consents are valid, subsisting valid and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (evi) all necessary corporate action has been taken or will have been taken prior to the Closing Time Corporation is a reporting issuer under the Securities Laws of the Provinces of Alberta, British Columbia and Ontario and is not in default of any requirement of applicable Securities Laws and is not included on a list of defaulting reporting issuers maintained by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Optionssecurities commissions or other securities regulatory authorities of such Provinces; (fvii) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities lawsat each Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under applicable Securities Laws and corporate action have been taken the rules and all regulations of the CSE necessary documents have been delivered and executed with respect to the Offering; (g) for the execution and delivery of this Agency Agreement Agreement, the Warrant Indenture and the Compensation Option CertificatesBroker Warrant Certificates and the creation, issuance and sale, as applicable, of the Unit Shares partially comprising the Units, the Warrants partially comprising the Units, the Warrant Shares, the Broker Warrants and the Broker Warrant Shares, and the performance consummation of the transactions contemplated hereby and thereby, including will have been made or obtained, as applicable (other than the issuance filing of reports required under applicable Securities Laws within the prescribed time periods and sale the filing of standard documents with the Offered CSE, which documents shall be filed as soon as practicable after each Closing Date and, in any event, within 10 Business Days of each Closing Date or within such other deadline imposed by applicable Securities Laws or the CSE); (viii) the Unit Shares and Warrants comprising the Units, the Warrant Shares, the Broker Warrants and the Broker Warrant Shares have been duly authorized by all necessary corporate action the Corporation and the Unit Shares, the Warrant Shares and the Broker Warrant Shares have been reserved and allotted for issuance; (ix) at each Closing Time, the Unit Shares will be duly and validly issued, and the Warrants and the Broker Warrants will be duly and validly issued and created; (x) upon the due exercise of the Warrants or the Broker Warrants in accordance with the respective provisions thereof, the Warrant Shares and Broker Warrant Shares, respectively, will be duly and validly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (xi) at each Closing Time, each of this Agreement, any certificates representing the Warrants comprising the Units, the Warrant Indenture and this Agency Agreement has the Broker Warrant Certificates shall have been duly authorized and executed and delivered by the Corporation and, upon such execution and constitutes delivery, each shall constitute a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that except as enforcement thereof may be limited by laws affecting creditors’ rights generallybankruptcy, that specific performance insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies may only be granted in are sought, and by the discretion of a court of competent jurisdiction, fact that the provisions thereof relating rights to indemnity, contribution and waiver of contribution waiver, and the ability to sever unenforceable terms, may be unenforceable under limited by applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario)law; (hxii) except for no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof Corporation has been issued by any Securities Regulator and thereof by is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, including the issuance and sale of the Offered Sharesare pending, do not and will not require the consent, approval, authorization, registration contemplated or qualification of or with threatened by any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulationsRegulator; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (lxiii) the authorized capital of the Corporation consists of an unlimited number of Common SharesShares without par value, of which, as at the close of business on May 2024, 20152023, 100,675,988 46,774,912 Common Shares were issued and outstanding as fully paid and non-non- assessable Common Shares; (m) shares in the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature capital of the Corporation; (pxiv) since December 31the outstanding Common Shares are listed and posted for trading on the CSE and all necessary notices and filings have been or at each Closing Time will have been made with the CSE to ensure that the Unit Shares partially comprising the Units, 2013the Warrant Shares and the Broker Warrant Shares will be listed and posted for trading on the CSE upon the issuance thereof, except other than the filing of standard documents with the CSE, which documents shall be filed as disclosed soon as practicable after each Closing Date and, in any event, within such other deadline imposed by the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basisCSE; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iiixv) the Corporation has carried on its business in Unit Shares and Warrants comprising the ordinary courseUnits and the Warrant Shares will not be subject to a restricted period or a statutory hold period under the Securities Laws; (qxvi) the Financial Statements Compensation Warrants and the Compensation Warrant Shares will not be subject to a restricted period or to a statutory hold period under the Securities Laws which extends beyond four months and a day after each Closing Date, subject to the conditions set forth in Section 2.5 of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then endedNI 45-102; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (txvii) the execution and delivery of this Agency Agreement Agreement, the Warrant Indenture and the Compensation Option Broker Warrant Certificates, and the fulfilment of the terms hereof and thereof performance by the Corporation, Corporation of its obligations hereunder or thereunder (including the issuance and sale of the Offered Unit Shares and Warrants comprising the Units, the Warrant Shares, do the Broker Warrants and the Broker Warrant Shares) does not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under (whether after notice or lapse of time or both), (A) any law, statute, rule or regulation applicable to the CorporationCorporation including the Securities Laws and the policies, including Applicable Securities Lawsrules and regulations of the CSE; (B) the constating documents, by-laws documents or resolutions of the CorporationCorporation which are in effect at the date hereof; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or any other material agreement document to which the Corporation is a party or by which they are it is bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (uxviii) the Corporation is in material compliance in all respects with its timely and continuous disclosure obligations under the Securities Laws of the Provinces of Alberta, British Columbia and Ontario and the policies, rules and regulations of the CSE and, without limiting the generality of the foregoing, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), business, condition (financial or otherwise), capital or prospects of the Corporation and the Subsidiaries, taken as a whole, since September 30, 2022, which has not been publicly disclosed on a non- confidential basis and, except as may have been corrected by subsequent disclosure, the statements set forth in the Disclosure Documents did not contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements which remain confidential as at the date hereof; (xix) the Corporation has not made any significant acquisition as such term is defined in Part 8 of NI 51-102 in the current financial year or prior financial years and for which a business acquisition report has not been filed under NI 51-102, the Corporation has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for the purposes of Part 8 of NI 51-102, and there are no proposed acquisitions by the Corporation that have progressed to the state where a reasonable person would believe that the likelihood of the Corporation completing such acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Financing Document; (xx) the Corporation is not an investment fund as defined under the Securities Laws of the Canadian Offering Jurisdictions; (xxi) the Corporation does not intend to allocate the available funds disclosed in the Financing Document to effect: (i) an acquisition that is a significant acquisition under Part 8 of NI 51-102; (ii) a restructuring transaction; and (iii) any other transaction for which the Corporation requires approval of any security holder; (xxii) on the date of the issuance of the Offering Release, the total dollar amount of the distribution under the Offering, combined with the dollar amount of all other distributions made by the Corporation under the Listed Issuer Financing Exemption during the 12 months immediately before the date of the Offering Release, will not, assuming completion of the distribution, exceed the greater of the following: (i) $5,000,000; and (ii) 10% of the aggregate market value of the Corporation’s listed securities, on the date the Corporation issues the Offering Release announcing the Offering, to a maximum of $10,000,000; (xxiii) the distribution under the Offering, combined with all other distributions made by the Corporation under the Listed Issuer Financing Exemption during the 12 months immediately before the date of the issuance of the Offering Release, will not result in an increase of more than 50% in the Corporation’s outstanding Listed Equity Securities, as of the date that is 12 months before the date of the Offering Release; (xxiv) at the time of the distribution, the Corporation reasonably expects that the Corporation will have available funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; (xxv) the Units are either of the following: (i) a Listed Equity Security; or (ii) a unit consisting of a Listed Equity Security and one-half of a warrant, each whole warrant convertible into a Listed Equity Security; (xxvi) the Financing Document, together with any document filed under securities legislation in a jurisdiction of Canada on or after May 1, 2023 contains disclosure of all material facts relating to the Offering securities and does not contain a misrepresentation; (xxvii) the Corporation is not, or during the 12 months immediately before the date the Corporation filed the Offering Release, the Corporation or any person with whom the Corporation completed a restructuring transaction as defined in NI 51-102 was not, either of the following: an issuer whose operations have ceased; an issuer whose principal asset is or was cash, cash equivalents, or its exchange listing, including, for greater certainty, a capital pool company, a special purpose acquisition company, a growth acquisition corporation or any similar person or company; (xxviii) the Corporation has active business operations for the 12-month period immediately before the date of the Offering Release; (xxix) neither the Corporation nor any of its Subsidiaries have approved or have entered into any agreement in respect of: (A) the purchase of any material assets or any interest therein or the sale, transfer or other disposition of any material assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer of shares or otherwise; or (B) any change in control (by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation or the Subsidiaries) of the Corporation or the Subsidiaries or any proposed or planned disposition of any of the outstanding shares of the Subsidiaries by the Corporation; (xxx) to the knowledge of the Corporation, there is no agreement is in force proposed or effect which in planned disposition of shares by any manner affects the voting shareholder who owns, directly or control of any indirectly, 10% or more of the securities of the Corporationoutstanding Common Shares; (vxxxi) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The audited consolidated financial statements of the Corporation included in as at and for the SEC Reports comply in all material respects with applicable accounting requirements years ended September 30, 2022 and 2021 (the “Audited Financial Statements”) and the rules and regulations unaudited condensed interim consolidated financial statements of the Commission Corporation, as at and for the three months ended December 31, 2022 (together with respect thereto as in effect at the time of filing. Such financial statements Audited Financial Statements, the “Financial Statements”) have been prepared in accordance material compliance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)IFRS and present fairly, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects respects, the financial position condition of the Corporation as of and for at the dates thereof and the results of the operations and cash flows of the Corporation, as applicable, for the periods then endedended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge expenses and losses of the Corporation, any directoras applicable, officer, agent, employee, affiliate that are required to be disclosed in such financial statements and there has been no material change in accounting policies or other person acting on behalf practices of the Corporation is aware of or since September 30, 2022, except as has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined been publicly disclosed in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violationsDisclosure Documents; (yxxxii) the operations responsibilities and composition of the Corporation are, and have been conducted at all times, in compliance Corporation’s audit committee comply with all National Instrument 52-110 – Audit Committees; (xxxiii) there are no material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge liabilities of the Corporation, threatenedwhether direct, indirect, absolute, contingent or otherwise, required to be disclosed in the Financial Statements which are not disclosed or reflected in the Financial Statements; (zxxxiv) except as otherwise disclosed in the Disclosure Documents, neither the Corporation nor, nor any of its Subsidiaries have made any loans to or guaranteed the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities obligations of any person currently subject to any United States sanctions administered by OFACperson; (aaxxxv) all filings and fees required to be made and paid by except as disclosed in the Disclosure Documents, or as incurred in the ordinary course of business, neither the Corporation pursuant nor any of its Subsidiaries is indebted to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Timeany person; (bbxxxvi) the CorporationCorporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s Auditors who audited the consolidated general or specific authorization, and (B) transactions are recorded as necessary to permit preparation of financial statements of the Corporation in conformity with IFRS and to maintain accountability for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Lawsassets; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (ddxxxvii) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, sales taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, reassessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, represents and warrants and covenants to the AgentsAgent, and acknowledges that the Agents are Agent is relying upon such representations, warranties representations and covenantswarranties, that: (a) since June 30, 2013, the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings has been and is in good standing compliance with its timely disclosure obligations under such ActCanadian Securities Laws and the rules and regulations of the TSX; (ii) no confidential material change report has been filed by the Corporation under Canadian Securities Laws that remains confidential at the date hereof; the Corporation has not completed a “significant acquisition” which would require the Corporation to file a business acquisition report under Canadian Securities Laws; all requisite corporate power, authority of the material contracts and capacity to carry on agreements of the Corporation and its business as now conducted and to own, lease and operate its properties and assets (including as described Subsidiary not made in the Public Disclosure); and (iii) has all requisite corporate powerordinary course of business, authority and capacity to createif required under Canadian Securities Laws, issue and sell have been filed with the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunderapplicable Canadian Securities Regulators; (b) the common shares of the Corporation does are listed for trading on the TSX and are quoted on the OTCBB and the Corporation is not have in default in any material subsidiariesrespect of any of the listing requirements of the TSX applicable to the Corporation; (c) no proceedings have been takensince June 30, instituted or2013, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have beenthere has been no material change (actual, anticipated, contemplated or prior to the Closing Time will bethreatened, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (jfinancial or otherwise) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects capital of the Corporation and its Subsidiary taken as a whole, (ii) there have been no transactions entered into by the Corporation or its Subsidiary which are material with respect to the Corporation and its Subsidiary taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on a consolidated basisany class of its shares; (nd) no order ceasing or suspending trading in any securities each of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities and its Subsidiary has been issued duly incorporated and no proceedings for such purpose are threatened ororganized and is validly subsisting under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to the best of the Corporation’s knowledge, pendingbe so registered or licensed would not have a Material Adverse Effect; (oe) except the Corporation has the requisite corporate power, authority and capacity to enter into this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Warrant Certificates and to perform its obligations hereunder and thereunder and the Corporation has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as disclosed currently carried on or as proposed to be carried on; (f) the Corporation has authorized share capital consisting of an unlimited number of common shares, of which 6,577,664 common shares are issued and outstanding as of the date hereof. Other than pursuant to the Agentsexercise of outstanding stock options, restricted share units or warrants, no person now person, firm, corporation or other entity has any agreement or option or agreement, option, right or privilege (whether at law, pre-emptive emptive, contractual or contractualotherwise) capable of becoming an agreement for the purchase, subscription purchase or issuance of, or conversion into, acquisition from the Corporation of any unissued shares, securities, warrants or convertible obligations of any nature shares of the Corporation; (pg) since December 31all of the issued and outstanding securities of the Corporation have been duly and validly authorized and issued and are fully paid and non-assessable shares of the Corporation, 2013, except as disclosed and none of the outstanding securities of the Corporation were issued in violation of the Public Record:pre-emptive or similar rights of any securityholder of the Corporation; (h) the Corporation has full corporate power and authority to issue the Securities; (i) there has not the Subscription Receipts, at the Closing Time, the Common Shares and the Warrants, at the Conversion Date, and the Warrant Shares issued upon the exercise of the Warrants in accordance with their terms, shall be duly authorized and upon receipt of payment therefor, validly issued, and with respect to the Common Shares and the Warrant Shares, fully paid and non-assessable shares of the Corporation; (j) on or prior to the Closing Time, the form of the certificates for the Subscription Receipts, the Common Shares, the Warrants and the Compensation Warrants will have been any material change in approved by the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results board of operations directors of the Corporation on a consolidated basisand adopted by the Corporation and will comply with all legal and stock exchange requirements and will not conflict with the Corporation’s articles or constating documents; (iik) there has not been any material change in at all times prior to the capital stock or long-term debt expiry of the Corporation on Warrants, a consolidated basis; andsufficient number of Warrant Shares shall be allocated and reserved for issuance upon due exercise of the Warrants in accordance with their terms; (iiil) at all times prior to the expiry of the Compensation Warrants, a sufficient number of Common Shares shall be allocated and reserved for issuance upon due exercise of the Compensation Warrants in accordance with their terms; (m) the Corporation has carried on its business is not in default or breach of, and the ordinary course; (q) execution and delivery of, and the Financial Statements performance of and compliance with the terms of, this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Warrant Certificates and the performance of any of the Corporation present fairlytransactions contemplated hereby and thereby by the Corporation, do not and will not result in all material respectsany breach of, the financial condition or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any applicable laws or any term or provision of the Corporation on a consolidated basis for constating documents, articles or resolutions of the periods then ended; directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (r) written or oral), instrument, lease or other document to which the Corporation does not have is a party or by which it is bound, or any liabilitiesjudgment, direct decree, order, statute, rule or indirectregulation applicable to the Corporation, contingent which default or otherwise, not disclosed in the Public Record which could breach would reasonably be expected to have a Material Adverse Effect; (n) this Agreement, the Subscription Receipt Agreement, the Warrant Certificates, the Compensation Warrant Certificates and the Subscription Agreements and the performance of the Corporation’s obligations hereunder and thereunder have been duly authorized by all necessary corporate action, and such agreements have been, or will at Closing be, duly executed and delivered by the Corporation and constitute or will constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and, with respect to this Agreement, subject to the fact that rights of indemnity and contribution may be limited by applicable law; (o) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation in connection with the execution and delivery of or with the performance by the Corporation of its obligations under this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Certificates or the Compensation Warrant Certificates, except as required by Canadian Securities Laws with regard to the distribution of the Securities in the Selling Jurisdictions and the rules of the TSX; (p) the Financial Statements have been prepared in Canadian dollars in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved and present fairly in all material respects the financial position, results of operations, shareholders’ equity and cash flows of the Corporation as at the dates of such statements and for the periods indicated in such statements, as applicable; (q) each of the Corporation and its Subsidiary maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under U.S. Securities Laws is recorded, processed, summarized and reported within the time periods specified under U.S. Securities Laws and to ensure that information required to be disclosed by the Corporation under U.S. Securities Laws is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; (r) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, the Corporation or its Subsidiary is engaged in any material transaction or arrangement with or is a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its Subsidiary, except for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or its Subsidiary; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that audited Financial Statements, neither the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings nor its Subsidiary has incurred any liabilities or investigations obligations (whether accrued, absolute, contingent or not purportedly by or on behalf of the Corporationotherwise) that have been made continue to be outstanding except as incurred in the ordinary course of business by the Corporation oror its Subsidiary, to as the knowledge of the Corporationcase may be, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, and which could reasonably be expected to do not have a Material Adverse Effect; (t) other than the execution and delivery of this Agency Agreement and Subsidiary, the Compensation Option CertificatesCorporation does not own, directly or indirectly, or exercise control or direction over, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do has not and will not (as the case may be) conflict with or result in a breach or violation agreed to acquire outstanding securities of any other corporation or options to acquire securities of any other corporation, other than marketable securities held in the terms or provisions ofordinary course of business, or constitute a default under, whether after notice or lapse of time or both, (A) participating interest in any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporationperson; (u) there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the knowledge Corporation’s knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation, no agreement is in force nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or effect which in assessments asserted by any manner affects the voting or control of any of the securities of such authority and to the Corporation’s knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments; (v) the Corporation PricewaterhouseCoopers LLP is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied independent with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating respect to the Corporation which has occurred within the meaning of the rules of professional conduct applicable to auditor in the Province of British Columbia and with respect to which the requisite material change report there has not been filed any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the Securities Commissions and such firm or any other prior auditor of the Corporation is in all material respects in compliance with the rules and regulations of the TSXVor its Subsidiary; (w) all tax returns required to be filed by the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) its Subsidiary on or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements date hereof have been prepared in accordance with U.S. generally accepted accounting principles applied on filed, and all taxes and other assessments of a consistent basis during the periods involved similar nature (“GAAP”whether imposed directly or through withholding), except as may including any interest, additions to tax or penalties applicable thereto, due or claimed to be otherwise specified due have been paid, other than non-material amounts or those being contested in such financial statements or the notes thereto good faith and except that unaudited financial statements may not contain all footnotes required by GAAPfor which adequate reserves have been provided, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation nor its Subsidiary is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value party to any “foreign official” (as such term is defined in the FCPA) agreement, waiver or arrangement with any “foreign public official” (as such term is defined in the CFPOA) or taxing authority which relates to any foreign political party or official thereof or any candidate for foreign political office, in contravention extension of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation time with respect to the Money Laundering Laws filing of any tax returns, any payment of taxes or any assessment thereof; there is no tax deficiency which has been asserted against the Corporation or its Subsidiary which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with GAAP within the Financial Statements of the Corporation for all periods up to date of the balance sheet for the period ended June 30, 2013 included in the Financial Statements; there are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatenedthreatened against the Corporation in respect of taxes; there are no Liens for taxes upon the assets of the Corporation; (x) except where non-compliance does not have and would not reasonably be expected to have a Material Adverse Effect, each of the Corporation and its Subsidiary has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and neither the Corporation nor its Subsidiary has received any notice of any alleged violation of any such laws, rules and regulations; (y) each of the Corporation and its Subsidiary possesses such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, “Governmental Licences”) necessary to conduct its business as currently conducted, except where the failure to so possess would not, individually or in the aggregate, have a Material Adverse Effect and all such Governmental Licences are valid and existing and in good standing. Each of the Corporation and its Subsidiary is in compliance with the terms and conditions of all such Governmental Licences, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect; (z) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Corporation nornor its Subsidiary is in violation of any Environmental Laws, (ii) the Corporation and its Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation or its Subsidiary, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings; (aa) (i) each of the Corporation and its Subsidiary is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “Employment Laws”), (ii) except as disclosed in the audited Financial Statements, no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened with any director, officer, agent, employee, affiliate or person acting on behalf employee of the Corporation or its Subsidiary that would have a Material Adverse Effect, and, to the knowledge of the Corporation, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or its Subsidiary and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its Subsidiary, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation or its Subsidiary’s facilities and none is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid being negotiated by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Timeits Subsidiary; (bb) the Corporation’s Auditors who audited the consolidated financial statements no existing supplier, manufacturer or contractor of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations indicated that it intends to terminate its relationship with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. The Corporation represents, hereby represents and warrants and covenants to for the Agents, and acknowledges that benefit of the Agents are relying upon such representations, warranties and covenants, thatSubscribers as follows: (a) the Corporation is (iand will be at the Closing Time) is duly amalgamated under a reporting issuer in the Business Corporations Act (Provinces of Ontario) (the “Act”) , Alberta and is up-to-date in respect of all material corporate filings British Columbia, and is in good standing compliance with all material obligations under Applicable Securities Laws of such Act; jurisdictions; (iib) the Corporation has been duly incorporated and organized and is validly subsisting under the laws of the Province of Ontario and has all requisite corporate power, power and authority to own its assets and capacity to carry on its business as currently conducted; (c) each of the Material Subsidiaries has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporationassets; (d) the Corporation has conducted and each of the Material Subsidiaries is conducting its business in compliance, in all material respects, compliance with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably will at the Closing Time be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing, except in respect of matters which do not and will not result in any adverse material change in respect of the Corporation, and except for the failure to be so qualified or the absence of any such license, registration or qualification which does not and will not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis; (ea) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) duly authorize the execution and delivery of this Agency Agreement subscription agreement and such other agreements and instruments and the Compensation Option Certificates, and the performance consummation of the transactions contemplated hereby thereby and therebyso as to validly create, including issue and deliver the Debentures subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities and sale of the Offered Warrant Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (hb) except for neither the Corporation nor any post-closing notice filings required under applicable United States federal of its Material Subsidiaries is in default or state securities lawsin breach in any material respect of, and the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof subscription agreement by the Corporation, including the issuance performance and compliance with the terms of this subscription agreement, the issue and sale of the Offered SharesDebentures, do not and the issue of the Underlying Securities and Warrant Shares will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading result in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation’s knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance breach of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed be in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; (t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether or create a state of facts which, after notice or lapse of time time, or both, (A) would constitute a default either directly or indirectly under any statute, rule term or regulation applicable to the Corporation, including Applicable Securities Laws; (B) provision of the constating documents, by-laws or resolutions of the Corporation; (C) Corporation or any of the terms of Material Subsidiaries or any Debt Instrument, Material Agreement, material mortgage, note, indenture, contract, agreement, instrument, lease or any other material agreement document to which the Corporation any of them is a party or by which they are any of them is bound; (c) the Common Shares issuable upon exercise of the conversion rights under its Debentures and the Warrant Shares, if and when issued in accordance with the Debentures and Warrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable; and the Warrants issuable upon exercise of the conversion rights under its Debentures, if and when issued, will be validly issued; (d) no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in connection with the execution and delivery or with the performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX; (De) any judgmentto the best of the Corporation’s knowledge, decree or order binding information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination; (f) there has been no adverse material change in relation to the Corporation since September 30, 2005, and no adverse material fact exists in relation to the Corporation or the respective property its securities which, in either case, has not been generally disclosed or assets of disclosed in the Corporation’s Information Record; (ug) this subscription agreement and all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to the knowledge Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the CorporationCorporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, no agreement is insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in force or effect which in any manner affects the voting or control respect of any rights of the securities indemnity, contribution and waiver of the Corporation;contribution); and (vh) the Corporation is not included in a list intends that the net proceeds of defaulting reporting issuers maintained by the Securities Commissions Offering will be used substantially in the Qualifying Jurisdictions manner specified in Schedule “B” hereto. (i) Forthwith after the Closing, the Corporation shall file such forms and in particulardocuments as may be required under the Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on shall include a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with Form 45-501F1 as prescribed by the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money LaunderingOntario) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced a Form 45-103F4 as prescribed by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Multilateral Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th45-103.

Representations and Warranties of the Corporation. The Corporation represents, warrants represents and covenants warrant to the AgentsAgents and to the Purchasers, and acknowledges that the Agents are each of them is relying upon such representations, representations and warranties and covenantsin connection with the transactions contemplated by this Agreement, that: (ai) the Corporation is a corporation duly formed and validly existing under the BCBCA and has all requisite corporate power and authority and is duly qualified and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up; (ii) the Corporation is currently a “reporting issuer” in the provinces of British Columbia and Alberta and is in compliance, in all material respects, with all of its obligations under Securities Laws, and is not included on a list of defaulting reporting issuers maintained by securities regulatory authorities in any Designed Jurisdictions. Since January 1, 2016, the Corporation has not been the subject of any investigation by any stock exchange or any Securities Regulator, is current with all filings required to be made by it under Securities Laws and other laws, is not aware of any material deficiencies in the filing of any documents or reports with any Securities Regulators and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Regulators; (iii) all documents filed by the Corporation under Securities Laws (collectively, the “Public Record”), as of their respective dates, were true and correct in all material respects, and did not contain any misrepresentation; (iv) since January 1, 2016 (i) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, taken as a whole, other than as disclosed in the Public Record, (ii) there have been no transactions entered into by the Corporation which are material with respect to the Corporation, taken as a whole, other than those in the ordinary course of business or as disclosed in the Public Record, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares; (v) other than Merger Subco, the Corporation has no direct or indirect material subsidiary or any investment or proposed investment in any Person that is or will be material to the Corporation; (vi) Merger Subco is a corporation duly amalgamated under the Business Corporations Act (Ontario) (the “Act”) organized, validly existing and is up-to-date in respect of all material corporate filings and is in good standing under such Act; the laws of the state of Delaware; (iivii) the Corporation owns, directly or indirectly, all of the issued and outstanding shares of Merger Subco; (viii) Merger Subco was incorporated on August 24, 2018 and has not carried on any business, acquired any assets or incurred any liabilities, other than pursuant to the Definitive Agreement; (ix) the Corporation has all requisite corporate power, authority and capacity to carry enter into each of this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Broker Warrants and the Definitive Agreement, to the extent it is a party to such agreements, and to perform the transactions contemplated in such agreements, including, without limitation, to issue the Subscription Receipts, the Subscription Receipt Shares, the Broker Warrants and the Broker Warrant Shares; (x) the Corporation has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business. The Corporation holds all material requisite licences, registrations, qualifications, permits and consents necessary or appropriate for (A) carrying on its business as now conducted and proposed to be conducted and (B) to own, lease and or operate its properties and assets (including as described in the Public Disclosure)assets; and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations registrations, qualifications, permits and qualifications consents are valid, valid and subsisting and in good standing and it in all material respects. Without limiting the generality of the foregoing, the Corporation has not received a written notice of non-compliance, nor knows does it know of, nor has have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standingpermits; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (mxi) the Corporation is the absolute legal and beneficial owner of, all of the material properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Corporation as currently conducted. The Corporation does not aware know of any legislation, claim or proposed legislation published by a legislative body, which it anticipates will the basis for any claim that might or could materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects right of the Corporation on a consolidated basisto use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Corporation is subject to any right of first refusal or purchase or acquisition right, and, the Corporation has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof; (nxii) no order ceasing legal or suspending trading in any securities of governmental proceedings or inquiries are pending to which the Corporation is a party or prohibiting to which the sale property thereof is subject of which the Offered Shares Corporation has received notice; (xiii) there are no material actions, suits, judgments, investigations or the trading proceedings of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened kind whatsoever outstanding or, to the best of the Corporation’s knowledge, pendingpending or threatened against or affecting the Corporation or its directors, officers or employees, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation’s knowledge, there is no basis therefor and the Corporation is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority; (oxiv) except as disclosed to the Agents, no person now has any agreement current or option proposed officer or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature director of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, nor to the knowledge of the Corporation, any employee of the Corporation, is subject to any limitations or restrictions on their activities or investments, including any non-competition provisions, that are pending would in any way limit or affecting restrict their involvement with the Corporation at law or in equity (whether in any court, arbitration the business affairs of the Corporation as now conducted or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably presently proposed to be expected to have a Material Adverse Effectconducted; (txv) the Corporation is not in violation of its constating documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument to which it is a party or by which it or its property or assets may be bound; (xvi) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Securities Laws necessary for the execution and delivery of this Agency Agreement and Agreement, the Compensation Option CertificatesSubscription Receipt Agreement, the Broker Warrants, the Subscription Agreements, and the fulfilment creation, issuance and sale, as applicable, of the terms hereof Offered Securities, the Subscription Receipt Shares and thereof the Broker Warrant Shares and the consummation of the transactions contemplated hereby and thereby will have been made or obtained, as applicable (other than the filing of reports required under applicable Securities Laws within the prescribed time periods, which documents shall be filed as soon as practicable after the applicable Closing Date and, in any event, within such deadline imposed by applicable Securities Laws); (xvii) the Offered Securities and the Subscription Receipt Shares issuable upon the conversion or exercise, as applicable, of the Subscription Receipts will not be subject to a restricted period or to a statutory hold period under the Securities Laws, other than as described in the Subscription Agreements; (xviii) the Broker Warrant Shares issuable upon the conversion or exercise, as applicable, of the Broker Warrants will not be subject to a restricted period or to a statutory hold period under the Securities Laws, other than as described in the Broker Warrants; (xix) each of the execution and delivery of this Agreement, the Subscription Receipt Agreement, the Broker Warrants, and the Subscription Agreements the performance by the CorporationCorporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and sale delivery of the Offered Shares, Subscription Receipt Shares and the Broker Warrants do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both, ): (A) any statute, rule or regulation applicable to the CorporationCorporation including, including Applicable without limitation, the Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as are in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds date of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFACAgreement; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to th

Representations and Warranties of the Corporation. 4.1 The Corporation represents, represents and warrants and covenants to the AgentsAgents (each on its own behalf and on behalf of the Purchasers), and acknowledges that the Agents are relying upon such representations, representations and warranties and covenantsin entering into this Agreement, that: (a) the Corporation has no material subsidiaries; (ib) the Corporation is a valid and subsisting corporation duly amalgamated incorporated and in good standing under the Business Corporations Act (Ontario) (the “Act”) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; (e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) filing of annual reports with the execution and delivery Registrar of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 Companies (Ontario); (hc) except for any post-closing notice filings required under applicable United States federal or state securities lawsthe Corporation is a reporting issuer only in the Provinces of British Columbia, the execution Alberta and delivery of this Agency Agreement Ontario and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including to the issuance and sale best of its knowledge, is not in default of any of the Offered Shares, do not and will not require requirements of the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Canadian Applicable Securities Laws or stock exchange regulationsLaws; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; (j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (ld) the authorized capital of the Corporation consists of an unlimited number of Common common shares without par value of which 31,492,277 common shares are issued and outstanding as of the date hereof as fully paid and non-assessable; (e) the common shares of the Corporation are listed and posted for trading on the Exchange and, to the best of its knowledge, the Corporation is not in default of any of the listing requirements of the Exchange; (f) except for the Subscription Agreements, and the securities issuable to the Agents hereunder, and any options, warrants, agreements and convertible notes disclosed in Schedule "A" to this Agreement, there are no, nor will there be immediately prior to the Time of Closing, documents, instruments or other writings of any kind whatsoever which constitute a "security" (as that term is defined under Canadian Applicable Securities Laws) of the Corporation; (g) subject to due exercise (including payment in full of the applicable subscription price, if any) of the instruments pursuant to which they are issued, if any, upon their issuance, the Shares, of whichthe Commission Shares, as of May 20, 2015, 100,675,988 Common the Corporate Finance Fee Shares were and the Compensation Option Shares will be validly issued and outstanding as fully paid and non-assessable Common Sharescommon shares of the Corporation; (h) upon their issuance, the Compensation Options will have been validly created and issued and will be outstanding, registered in the names of the holders thereof; (i) of the material transactions of the Corporation have been promptly and properly recorded or filed in or with the books or records of the Corporation and the minute books of the Corporation contain all records of the meetings and proceedings of the Corporation's directors, shareholders and other committees, if any; (j) with respect to the two years preceding the date hereof, all prospectuses, annual information forms, material change reports, shareholder communications, press releases, publicly filed financial statements, and other disclosure documents of the Corporation (collectively the "Disclosure Documents") contain no untrue statement of a Material Fact relating to the Corporation as at the date on which such documents were filed on SEDAR nor do they omit to state a Material Fact relating to the Corporation which, at the date on which such documents were filed on SEDAR, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and complied with Applicable Securities Laws; (k) the Corporation holds all material licences and permits that are required for carrying on its business in the manner in which such business has been carried on and each of the foregoing is in full force and effect; (1) the Corporation has the corporate power and capacity to own the assets owned by it and to carry on the business carried on by it and the Corporation is duly qualified to carry on business in all jurisdictions in which it carries on business; (m) the Corporation is not aware has good and marketable title to its assets free and clear of all liens, charges and encumbrances of any legislation, kind whatsoever except as detailed in the agreements with respect to the acquisition of such assets as set forth in Schedule "B" or proposed legislation published in any relevant title opinions previously obtained by a legislative body, it with respect to any -7 such assets (copies of which it anticipates will materially and adversely affect have been provided to the business, affairs, operations, assets, liabilities (contingent or otherwiseAgents) or prospects of set out in the Corporation on a consolidated basisCorporation's Disclosure Documents; (n) no order ceasing the Corporation holds either exploration or suspending trading exploitation concessions or claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular mineral property is located, in respect of the minerals located in properties in which it has, or has a right to acquire, an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit it to explore the minerals relating thereto, all such property, leases or claims and all property, leases or claims in which it has any securities interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, it has all necessary surface rights, access rights and other necessary rights and interests relating to the mineral properties in which it has an interest granting it the right and ability to explore for minerals for development purposes as are appropriate in view of the rights and interest therein of it, with only such exceptions as do not materially interfere with the use made by it of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in its name; (o) the Corporation is current with all material filings required to be made in all jurisdictions in which it exists or carries on any material business and the Corporation is not in default of any filings required to be made under Applicable Securities Laws; (p) the audited consolidated financial statements of the Corporation or prohibiting for its fiscal year ended December 31, 2003 and the sale unaudited consolidated financial statements of the Offered Shares or Corporation for the trading interim six month period ended June 30, 2004 (collectively, the "Financial Statements") are true and correct in every material respect and present fairly and accurately the consolidated financial position and results of any the operations of the Corporation for the periods then ended and the Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis; (q) there are no material liabilities of the Corporation’s issued securities has been issued and no proceedings for such purpose are threatened , whether direct, indirect, absolute or, to the best of the Corporation’s 's knowledge, pending; (o) contingent or otherwise which are not disclosed or reflected in the Corporation's Financial Statements except as disclosed to those incurred in the Agentsordinary course of business of the Corporation since June 30, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for 2004 and which are recorded in the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature books and records of the Corporation; (pr) since December 31June 30, 2013, except as disclosed in the Public Record: (i) 2004 there has not been any material change adverse Material Change of any kind whatsoever in the assetsfinancial position or condition of the Corporation, liabilitiesor any damage, obligations (absoluteloss or other change of any kind whatsoever in circumstances materially affecting the business or assets of the Corporation, accrued, contingent or otherwise), business, condition (financial the right or otherwise) or results of operations capacity of the Corporation to carry on a consolidated basisits business; -8 (s) the contracts and agreements set out in Schedule "B" hereto constitute all of the material contracts and agreements of the Corporation presently in force, and all such contracts and agreements are in good standing in all material respects and not in default in any respect; (iit) there has not been any material change in the capital stock or long-term debt all tax returns and reports of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business required by law to have been filed have been filed and are substantially true, complete and correct and all taxes and other government charges of any kind whatsoever of it have been paid or accrued in the ordinary courseFinancial Statements; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (su) except as disclosed in the Public Record (and certain other matters disclosed in writing Schedule "C" hereto, to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect)best of its knowledge, there are no threats of actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending threatened against or affecting the Corporation or its directors, officers or promoters at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board board, bureau or agencyagency of any kind whatsoever which would result in an adverse Material Change in the financial position, domestic business or foreignprospects of the Corporation and, which could reasonably be expected to have a Material Adverse Effectthe best of its knowledge, there is no basis therefor; (tv) neither the Corporation nor, to the best of the Corporation's knowledge, any of its directors, officers and promoters are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever which breach would have a material adverse effect on the financial position, business or prospects of the Corporation; (w) the Corporation has all requisite power and capacity and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Agreement and the Subscription Agreements and to complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (x) this Agreement has been authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof and, upon being executed and delivered, each of the Subscription Agreements and the certificates representing the Compensation Options will constitute a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof, subject to laws of general application with respect to bankruptcy and creditors' rights and the principles of equity; (y) the execution and delivery of this Agency Agreement and the Compensation Option CertificatesSubscription Agreements, the performance of its obligations under this Agreement and the fulfilment completion of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and transactions contemplated under this Agreement will not (as the case may be) conflict with with, or result in a the breach of or violation the acceleration of any of the terms or provisions ofindebtedness under, or constitute a default under, whether after notice the Articles or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, byBy-laws or resolutions Laws of the Corporation; (C) the terms of Corporation or any Debt Instrument, Material Agreementindenture, mortgage, noteagreement, indenturelease, instrument, lease licence or other instrument of any other material agreement kind whatsoever to which the Corporation is a party or by which they are it or any of its properties or assets is bound; , or, to the best of its knowledge, any statute or (D) any judgment, decree decree, order, rule, policy or order binding regulation of any court, governmental authority or administrative body of any kind whatsoever applicable to the Corporation or any of its properties or assets, which could have a material adverse effect on the condition, business, properties or results of operations of the Corporation; and (z) except as disclosed herein and in the Disclosure Documents, to the best of its knowledge, no action has been taken by any persons which would in any way limit, restrict or cause interference with any mineral exploration and development work which either the Corporation or the respective property or assets of the Corporation;Subsidiary currently proposes to carry out on its mineral properties. (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions 4.2 The representations and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements warranties of the Corporation included contained in this Section 4 of the SEC Reports comply in all material respects with Agreement shall be true at the applicable accounting requirements Time of Closing and the rules applicable Closing Date as though they were made at the applicable Time of Closing and regulations the applicable Closing Date and they shall survive the completion of the Commission with respect thereto as in effect at transactions contemplated under this Agreement for a period of two years from the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; (x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the “FCPA”), and the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any “foreign public official” (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; (aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation’s Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors’ report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any “reportable event” (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation’s Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to thDate.