THE AGGREGATE AT
LEAST 50% OF THE TOTAL NUMBER OF WARRANTS THEN OUTSTANDING AS OF THE DATE OF THE
MEETING AND PASSED BY THE AFFIRMATIVE VOTES OF WARRANTHOLDERS WHO HOLD IN THE
AGGREGATE NOT LESS THAN 66 2/3% OF THE TOTAL NUMBER OF WARRANTS REPRESENTED AT
THE MEETING AND VOTED ON SUCH MOTION;
(U)
"FINAL PROSPECTUS" MEANS THE FINAL
PROSPECTUS OF THE CORPORATION WHICH QUALIFIES, AMONG OTHER THINGS, THE
DISTRIBUTION OF THE COMMON SHARES AND WARRANTS ISSUABLE UPON CONVERSION OF THE
SUBSCRIPTION RECEIPTS AND EXERCISE OF THE AGENT'S WARRANTS IN THE QUALIFYING
JURISDICTIONS AND INCLUDES ANY AMENDMENTS OR SUPPLEMENTS THERETO;
(V)
"MRRS" MEANS THE MUTUAL RELIANCE REVIEW
SYSTEM ESTABLISHED UNDER NATIONAL POLICY 43-201;
(W)
"NATIONAL POLICY 43-201" MEANS NATIONAL POLICY
43-201 - MUTUAL RELIANCE REVIEW SYSTEM FOR PROSPECTUSES AND ANNUAL INFORMATION
FORMS;
(X)
"ORIGINAL U.S. PURCHASER" MEANS A U.S.
PERSON OR A PERSON IN THE UNITED STATES WHO OBTAINED THE WARRANT UPON EXERCISE
OF THE SUBSCRIPTION RECEIPT SUCH PERSON PURCHASED FROM THE CORPORATION;
(Y)
"PERSON" MEANS AN INDIVIDUAL, CORPORATION,
PARTNERSHIP, TRUST OR ANY UNINCORPORATED ORGANIZATION;
(Z)
"QUALIFICATION DATE" MEANS 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;
(AA)
"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 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;
(BB)
"QUALIFYING JURISDICTIONS" MEANS THE PROVINCES OF
CANADA WHERE PURCHASERS OF SUBSCRIPTION RECEIPTS AND AGENT'S WARRANTS ARE
LOCATED AND ANY OTHER JURISDICTION IN
4
CANADA IN WHICH THE CORPORATION IS REQUIRED TO FILE THE FINAL PROSPECTUS
PURSUANT TO AN AGREEMENT BETWEEN THE CORPORATION AND THE AGENTS, OR OTHERWISE;
(CC)
"REGISTRATION STATEMENT" MEANS THE RESALE
REGISTRATION STATEMENT OF THE CORPORATION TO BE FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION IN ORDER TO REGISTER THE RESALE OF, INTER
ALIA, THE COMMON SHARES, WARRANTS AND TO REGISTER THE COMMON SHARES UNDERLYING
THE WARRANTS;
(DD)
"REGULATION D" MEANS REGULATION D UNDER THE 1933
ACT;
(EE)
"REGULATION S" MEANS REGULATION S UNDER THE 1933
ACT;
(FF)
"RIGHTS OFFERING" MEANS ANY OF THE EVENTS
DESCRIBED IN SUBSECTION 5.01(B) HEREOF;
(GG)
"RIGHTS PERIOD" MEANS