OR PRIOR
TO THE INITIAL QUALIFICATION DEADLINE, THE CORPORATION SHALL SEND OR CAUSE TO BE
SENT TO EACH HOLDER OF SUBSCRIPTION RECEIPTS WRITTEN NOTICE ADVISING OF THAT
FACT AND THAT 50% OF THE SUBSCRIPTION RECEIPTS HELD BY EACH SUBSCRIPTION RECEIPT
HOLDER HAVE BEEN CANCELLED BY THE SUBSCRIPTION RECEIPT AGENT AND EACH HOLDER OF
SUBSCRIPTION RECEIPTS WILL BE ENTITLED TO RECEIVE THEIR PRO RATA SHARE OF THE
ESCROWED FUNDS BEING AN AMOUNT EQUAL TO $4.50 PER SUBSCRIPTION RECEIPT SO
CANCELLED, TOGETHER WITH INTEREST THEREON FROM
26
THE SUBSCRIPTION RECEIPT AGENT (LESS ANY APPLICABLE WITHHOLDING TAX THEREON),
AND SUCH NOTICE SHALL BE SENT WITHIN THREE BUSINESS DAYS AFTER THE INITIAL
QUALIFICATION DEADLINE.
(J)
RELEASE CONDITIONS:
THE CORPORATION
WILL USE ITS REASONABLE COMMERCIAL EFFORTS TO SATISFY THE RELEASE CONDITIONS.
(K)
GENERAL PERFORMANCE:
GENERALLY, THE
CORPORATION, USING REASONABLE COMMERCIAL EFFORTS, WILL WELL AND TRULY
PERFORM AND CARRY OUT ALL ACTS AND THINGS TO BE DONE BY IT AS PROVIDED IN THIS
INDENTURE OR IN ORDER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(L)
REPORTING ISSUER STATUS:
IT WILL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ITS STATUS AS A REPORTING ISSUER
OR EQUIVALENT NOT IN DEFAULT, AND NOT BE IN DEFAULT IN ANY MATERIAL RESPECT OF
THE APPLICABLE REQUIREMENTS OF, THE APPLICABLE SECURITIES LAWS OF THE APPLICABLE
JURISDICTION OF CANADA AND THE FEDERAL SECURITIES LAWS OF THE UNITED STATES,
PROVIDED THAT THE FOREGOING SHALL APPLY FROM THE DATE THAT THE CORPORATION
BECOMES A REPORTING ISSUER IN A JURISDICTION OF CANADA.
(M)
FILING REGISTRATION STATEMENT:
THE
CORPORATION SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO FILE AND CAUSE THE
REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY NO LATER THAN THE FINAL
QUALIFICATION DEADLINE, AND THEREAFTER SHALL CAUSE THE REGISTRATION STATEMENT TO
REMAIN EFFECTIVE AND AVAILABLE FOR USE BY THE HOLDERS UNTIL THE LATER OF TWO
YEARS FROM THE DATE HEREOF IN RESPECT OF THE PROSPECTUS AND A DATE WHICH IS 10
DAYS AFTER ALL OF THE WARRANTS HAVE BEEN EXERCISED.
(N)
FILING FINAL PROSPECTUS:
THE CORPORATION
SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO FILE AND CAUSE THE ONTARIO
SECURITIES COMMISSION, AS THE PRINCIPAL REGULATOR UNDER NATIONAL POLICY 43-201
AND THE MRRS, TO ISSUE A DECISION DOCUMENT EVIDENCING THAT EACH OF THE
SECURITIES COMMISSIONS HAS ISSUED A RECEIPT FOR THE FINAL PROSPECTUS BY NO LATER
THAN THE FINAL QUALIFICATION DEADLINE
(O)
NOTICE IF REGISTRATION STATEMENT NOT
EFFECTIVE:
IF AT ANY TIME A PREVIOUSLY EFFECTIVE REGISTRATION IS NO LONGER
EFFECTIVE, THE CORPORATION WILL GIVE NOTICE TO THE SUBSCRIPTION RECEIPT AGENT
FORTHWITH AND WILL GIVE NOTICE, IN ACCORDANCE WITH THE PROVISIONS SET OUT IN
SECTION 11.01, AS SOON AS REASONABLY PRACTICABLE, BUT IN ANY EVENT WITHIN FIVE
BUSINESS DAYS, AFTER LEARNING THAT SUCH REGISTRATION STATEMENT IS NO LONGER
EFFECTIVE.
(P)
FURTHER ACTS. IF, IN THE OPINION OF OUTSIDE
COUNSEL TO THE CORPORATION, ANY INSTRUMENT IS REQUIRED TO BE FILED WITH, OR ANY
PERMISSION, ORDER OR RULING IS REQUIRED TO BE OBTAINED FROM ANY SECURITIES
ADMINISTRATOR, REGULATORY AGENCY OR GOVERNMENTAL AUTHORITY IN CANADA OR THE
UNITED STATES OR ANY OTHER