OR COMMON SHARES IN THE CAPITAL OF THE COMPANY.
(Q)
THERE ARE RISKS ASSOCIATED WITH THE PURCHASE
OF AND INVESTMENT IN THE UNITS AND THE SUBSCRIBER HAS SUCH KNOWLEDGE AND
EXPERIENCE THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN
INVESTMENT IN THE COMMON SHARES, WARRANTS AND WARRANT SHARES AND FULLY
UNDERSTANDS THE RESTRICTIONS ON RESALE OF THE COMMON SHARES, WARRANTS AND
WARRANT SHARES AND IS CAPABLE OF BEARING THE ECONOMIC RISK OF THE INVESTMENT.
(R)
THE FUNDS REPRESENTING THE SUBSCRIPTION
AMOUNT THAT WILL BE ADVANCED BY THE SUBSCRIBER TO THE COMPANY HEREUNDER, AS
APPLICABLE, WILL NOT REPRESENT PROCEEDS OF CRIME FOR THE PURPOSES OF THE
PROCEEDS OF CRIME (MONEY LAUNDERING) AND TERRORIST FINANCING ACT (CANADA) (THE
"PCMLTFA") AND THE SUBSCRIBER ACKNOWLEDGES THAT THE COMPANY MAY IN THE FUTURE BE
REQUIRED BY LAW TO DISCLOSE THE SUBSCRIBER'S NAME AND OTHER INFORMATION RELATING
TO THIS SUBSCRIPTION AGREEMENT AND THE SUBSCRIBER'S SUBSCRIPTION HEREUNDER, ON A
CONFIDENTIAL BASIS, PURSUANT TO THE PCMLTFA.
TO THE BEST OF ITS KNOWLEDGE (A)
NONE OF THE SUBSCRIPTION AMOUNT TO BE PROVIDED BY THE SUBSCRIBER (I) HAS BEEN OR
WILL BE DERIVED FROM OR RELATED TO ANY ACTIVITY THAT IS DEEMED CRIMINAL UNDER
THE LAW OF CANADA, THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION, OR
(II) IS BEING TENDERED ON BEHALF OF A PERSON OR ENTITY WHO HAS NOT BEEN
IDENTIFIED TO THE SUBSCRIBER, AND (B) IT SHALL PROMPTLY NOTIFY THE COMPANY IF
THE SUBSCRIBER DISCOVERS THAT ANY OF SUCH REPRESENTATIONS CEASES TO BE TRUE, AND
TO PROVIDE THE COMPANY WITH APPROPRIATE INFORMATION IN CONNECTION THEREWITH.
6.2
ADDITIONAL ACKNOWLEDGMENTS AND COVENANTS OF THE SUBSCRIBER
The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is acting hereunder,
hereby acknowledges, covenants and agrees as
follows:
(A)
IT HAS RECEIVED AND REVIEWED A COPY OF THE
TERM SHEET SETTING OUT THE PRINCIPAL TERMS OF THE OFFERING.
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(B)
NO SECURITIES COMMISSION, AGENCY,
GOVERNMENTAL AUTHORITY, REGULATORY BODY, STOCK EXCHANGE OR OTHER REGULATORY BODY
OR SIMILAR REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON THE MERITS OF THE
UNITS, THE COMMON SHARES, WARRANTS, OR WARRANT SHARES.
(C)
THE UNITS SHALL BE SUBJECT TO STATUTORY
RESALE RESTRICTIONS UNDER THE SECURITIES LAWS OF THE JURISDICTION IN WHICH THE
SUBSCRIBER RESIDES AND UNDER OTHER APPLICABLE SECURITIES LAWS, AND THE
SUBSCRIBER COVENANTS THAT IT WILL NOT RESELL THE COMMON SHARES OR WARRANTS
COMPRISING THE UNITS EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE SUBSCRIBER
ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE (AND NEITHER THE COMPANY NOR THE
FINDER ARE IN ANY WAY RESPONSIBLE) FOR SUCH COMPLIANCE.
(D)
THE ABILITY TO TRANSFER THE COMMON SHARES,
WARRANTS AND WARRANT SHARES IS LIMITED BY, AMONG OTHER THINGS, APPLICABLE
SECURITIES LAWS AND THE COMPANY SHALL REFUSE, AND SHALL INSTRUCT ITS TRANSFER
AGENTS TO REFUSE, TO REGISTER ANY TRANSFER THAT DOES NOT COMPLY WITH THE
SECURITIES LAWS.
(E)
THE CERTIFICATES REPRESENTING THE COMMON
SHARES, WARRANTS (AND WARRANT SHARES IF ISSUED PRIOR TO THE EXPIRY OF FOUR
MONTHS AFTER THE CLOSING DATE)