DATE WHICH IS NOT LESS THAN 183 DAYS AFTER THE DATE
HEREOF;
(AA)
"PERMITTED INVESTMENTS" MEANS SHORT TERM
INVESTMENT GRADE DEBT OBLIGATIONS AS AGREED TO BY THE CORPORATION AND THE AGENT;
(BB)
"PERSON" INCLUDES AN INDIVIDUAL, CORPORATION,
PARTNERSHIP, TRUSTEE, UNINCORPORATED ORGANIZATION OR ANY OTHER ENTITY
WHATSOEVER, AND WORDS IMPORTING PERSONS HAVE A SIMILAR EXTENDED MEANING;
(CC)
"PROCEEDS" MEANS THE GROSS PROCEEDS RECEIVED BY
THE CORPORATION IN CONNECTION WITH THE SALE OF THE SUBSCRIPTION RECEIPTS;
(DD)
"QUALIFICATION DATE" MEANS THE DATE ON WHICH THE
RELEASE CONDITIONS ARE SATISFIED OR WAIVED BY THE AGENT;
(EE)
"QUALIFIED U.S. ENTITY" MEANS ANY DISCRETIONARY
ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE OR TRUST) HELD FOR THE BENEFIT
OR ACCOUNT OF A NON-U.S. PERSON BY A DEALER OR OTHER PROFESSIONAL FIDUCIARY
ORGANIZED, INCORPORATED, OR (IF ANY INDIVIDUAL) RESIDENT IN THE UNITED STATES;
ANY ESTATE OF WHICH ANY PROFESSIONAL FIDUCIARY ACTING AS EXECUTOR OR
ADMINISTRATOR IS A U.S. PERSON IF (I) AN EXECUTOR OR
4
ADMINISTRATOR OF THE ESTATE WHO IS NOT A U.S. PERSON HAS SOLE OR SHARED
INVESTMENT DISCRETION WITH RESPECT TO THE ASSETS OF THE ESTATE; AND (II) THE
ESTATE IS GOVERNED BY FOREIGN LAW; AND ANY TRUST OF WHICH ANY PROFESSIONAL
FIDUCIARY ACTING AS TRUSTEE IS A U.S. PERSON, IF A TRUSTEE WHO IS NOT A U.S.
PERSON HAS SOLE OR SHARED INVESTMENT DISCRETION WITH RESPECT TO THE TRUST
ASSETS, AND NO BENEFICIARY OF THE TRUST (AND NO SETTLER IF THE TRUST IS
REVOCABLE) IF A U.S. PERSON;
(FF)
"QUALIFYING JURISDICTIONS" MEANS THE
PROVINCES OF CANADA WHERE PURCHASERS OF SUBSCRIPTION RECEIPTS ARE LOCATED AND
ANY OTHER JURISDICTION IN CANADA IN WHICH THE CORPORATION IS REQUIRED TO FILE
THE FINAL PROSPECTUS PURSUANT TO AN AGREEMENT BETWEEN THE CORPORATION AND THE
AGENT, OR OTHERWISE;
(GG)
"REGISTRATION STATEMENT" MEANS THE RESALE
REGISTRATION STATEMENT OF THE CORPORATION TO BE FILED WITH THE SEC IN ORDER TO
REGISTER THE RESALE OF, INTER ALIA, THE COMMON SHARES, WARRANTS AND TO REGISTER
THE COMMON SHARES UNDERLYING THE WARRANTS;
(HH)
"REGULATION D" MEANS REGULATION D UNDER THE U.S.
SECURITIES ACT;
(II)
"REGULATION S" MEANS REGULATION S UNDER
THE U.S. SECURITIES ACT;
(JJ)
"RELEASE CONDITIONS" MEANS THE CONDITIONS
TO BE SATISFIED PRIOR TO AUTOMATIC CONVERSION OF THE SUBSCRIPTION RECEIPTS,
WHICH SHALL BE SATISFIED UPON THE LATEST TO OCCUR OF THE FOLLOWING: (I) THE
THIRD BUSINESS DAY AFTER THE DATE ON WHICH THE ONTARIO SECURITIES COMMISSION, AS
THE PRINCIPAL REGULATOR UNDER NATIONAL POLICY 43-201 AND THE MRRS, ISSUES A
DECISION DOCUMENT EVIDENCING THAT EACH OF THE SECURITIES COMMISSIONS HAS ISSUED
A RECEIPT FOR THE FINAL PROSPECTUS; (II) THE COMPLETION AND FILING VIA SEDAR OF
A CURRENT TECHNICAL REPORT REGARDING THE TONKIN SPRINGS GOLD PROJECT THAT
COMPLIES WITH NATIONAL INSTRUMENT 43-101 - STANDARDS OF DISCLOSURE FOR MINERAL
PROJECTS OF THE CANADIAN SECURITIES ADMINISTRATORS; (III) THE COMMON SHARES
BEING LISTED FOR TRADING ON THE TORONTO STOCK EXCHANGE; (IV) THE EFFECTIVENESS
OF THE REGISTRATION STATEMENT; AND (V) THE DELIVERY OF A 10B-5 OPINION,
ADDRESSED TO THE AGENT IN A FORM SATISFACTORY TO THE AGENT,