11:59 P.M. (VANCOUVER TIME) ON OCTOBER 6, 2006 (SUCH TIME ON SUCH DATE BEING
REFERRED TO HEREIN AS THE "LATEST MAILING TIME").
HOWEVER, IF THE MAILING OF
THE BID CIRCULAR IS DELAYED BY REASON OF: (I) AN INJUNCTION OR ORDER MADE BY A
COURT OR REGULATORY AUTHORITY OF COMPETENT JURISDICTION; (II) THE OFFEROR NOT
HAVING OBTAINED ANY REGULATORY WAIVER, RULING OR ORDER WHICH IS NECESSARY TO
PERMIT THE OFFEROR TO MAKE THE OFFER; (III) THE FAILURE OF THE COMPANY TO
PROVIDE THE OFFEROR WITH A LIST OF SHAREHOLDERS AND OPTIONHOLDERS AS
CONTEMPLATED IN SECTION 2.6, OR (IV) ANY FAILURE OF A CONDITION IN SECTIONS
2.2(B), 2.2(C) OR 2.2(D) TO BE SATISFIED, WRITTEN NOTICE OF SUCH FAILURE HAS
BEEN GIVEN BY THE OFFEROR, THEN, PROVIDED THAT SUCH INJUNCTION OR ORDER IS BEING
CONTESTED OR APPEALED, SUCH REGULATORY WAIVER, RULING OR ORDER IS BEING ACTIVELY
SOUGHT, SUCH LIST OF SHAREHOLDERS OR OPTIONHOLDERS IS BEING ACTIVELY SOUGHT OR
SUCH FAILURE OF SUCH CONDITION TO BE RECTIFIED WITHIN FIVE DAYS FOLLOWING NOTICE
THEREOF, AS APPLICABLE, THEN THE LATEST MAILING TIME SHALL BE EXTENDED FOR A
PERIOD ENDING ON THE 5TH BUSINESS DAY FOLLOWING THE DATE ON WHICH SUCH
INJUNCTION OR ORDER CEASES TO BE IN EFFECT OR SUCH WAIVER, RULING OR ORDER IS
OBTAINED, OR SUCH LIST OF SHAREHOLDERS AND OPTIONHOLDERS IS OBTAINED, OR SUCH
CURE EFFECTED, AS APPLICABLE.
THE COMPANY AND ITS ADVISORS SHALL BE GIVEN AN
OPPORTUNITY TO REVIEW AND COMMENT ON THE BID CIRCULAR, AND ANY SUPPLEMENTS OR
AMENDMENTS THERETO, PRIOR TO ITS FILING OR PRINTING, RECOGNIZING THAT WHETHER OR
NOT SUCH COMMENTS ARE APPROPRIATE WILL BE DETERMINED BY THE OFFEROR, ACTING
REASONABLY.
(D)
AS SOON AS REASONABLY PRACTICABLE ON THE
DATE THE OFFER IS COMMENCED, THE OFFEROR SHALL FILE WITH THE SEC A TENDER OFFER
STATEMENT ON SCHEDULE TO (TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO,
THE "SCHEDULE TO") WITH RESPECT TO THE OFFER THAT WILL COMPLY WITH THE
PROVISIONS OF ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND WILL
CONTAIN (INCLUDING AS EXHIBITS) OR INCORPORATE BY REFERENCE THE BID CIRCULAR.
(E)
THE OFFEROR AGREES TO PROMPTLY CORRECT THE
BID CIRCULAR IF AND TO THE EXTENT THAT IT SHALL BECOME FALSE AND MISLEADING AND
TO SUPPLEMENT THE INFORMATION CONTAINED THEREIN TO INCLUDE ANY INFORMATION THAT
SHALL BECOME NECESSARY, IN ORDER TO MAKE THE STATEMENT THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND THE OFFEROR SHALL
TAKE ALL STEPS NECESSARY TO CAUSE THE BID CIRCULAR, AS SO CORRECTED OR
SUPPLEMENTED, TO BE FILED WITH ALL APPLICABLE SECURITIES AUTHORITIES AND
DISSEMINATED TO THE SHAREHOLDERS AND OPTIONHOLDERS, TO THE EXTENT REQUIRED UNDER
APPLICABLE LAWS, INCLUDING ANY SECURITIES LAWS.
THE OFFEROR AGREES TO AMEND THE
SCHEDULE TO FROM TIME TO TIME IN ACCORDANCE WITH THE REQUIREMENTS OF REGULATION
14D UNDER THE EXCHANGE ACT.
THE OFFEROR SHALL PROVIDE THE COMPANY WITH COPIES
OF ANY WRITTEN COMMENTS AND TELEPHONE
16
NOTIFICATION OF ANY ORAL COMMENTS THAT THE OFFEROR OR ITS COUNSEL RECEIVE FROM
ANY APPLICABLE SECURITIES AUTHORITY WITH