MATTERS OF FACT;
(B)
A CERTIFICATE OF THE CORPORATION DATED THE
CLOSING DATE, ADDRESSED TO THE AGENT AND THE SUBSCRIBERS AND SIGNED ON THE
CORPORATION'S BEHALF BY ITS EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OR
THE CHIEF OPERATING OFFICER OF THE CORPORATION, OR SUCH OTHER OFFICER OF THE
CORPORATION SATISFACTORY TO THE AGENT, ACTING REASONABLY, CERTIFYING THAT:
(I)
THE CORPORATION HAS COMPLIED WITH AND
SATISFIED ALL TERMS AND CONDITIONS OF THIS AGREEMENT ON ITS PART TO BE COMPLIED
WITH OR SATISFIED AT OR PRIOR TO THE CLOSING TIME, OTHER THAN THOSE WHICH HAVE
BEEN WAIVED BY THE AGENT IN WRITING;
(II)
THE REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION SET FORTH IN THIS AGREEMENT AND THE SUBSCRIPTION AGREEMENTS ARE TRUE
AND CORRECT AT THE CLOSING TIME, AS IF MADE AT SUCH TIME;
(III)
NO EVENT OF A NATURE REFERRED TO IN
SECTION 10(A), (B), (D) OR (E) HAS OCCURRED OR TO THE KNOWLEDGE OF SUCH OFFICER
IS PENDING, CONTEMPLATED OR THREATENED (EXCLUDING ANY REQUIREMENT OF THE AGENT
TO MAKE A DETERMINATION AS TO WHETHER OR NOT ANY EVENT OR CHANGE HAS, IN THE
AGENT'S OPINION, HAD OR WOULD HAVE THE EFFECT SPECIFIED THEREIN);
(IV)
THE CORPORATION HAS MADE AND/OR OBTAINED, ON
OR PRIOR TO THE CLOSING TIME, ALL NECESSARY FILINGS, APPROVALS, CONSENTS AND
ACCEPTANCES OF APPLICABLE REGULATORY AUTHORITIES AND UNDER ANY APPLICABLE
AGREEMENT OR DOCUMENT TO WHICH THE CORPORATION IS A PARTY OR BY WHICH IT IS
BOUND, REQUIRED FOR THE EXECUTION AND
18
DELIVERY OF THIS AGREEMENT AND THE OFFERING IN THE SELLING JURISDICTIONS
(SUBJECT TO COMPLETION OF FILINGS WITH CERTAIN REGULATORY AUTHORITIES FOLLOWING
THE CLOSING DATE); AND
(V)
SUCH OTHER MATTERS AS MAY BE REASONABLY
REQUESTED BY THE AGENT OR THE AGENT'S COUNSEL;
AND THE AGENT SHALL HAVE NO KNOWLEDGE TO THE CONTRARY;
(C)
EVIDENCE SATISFACTORY TO THE AGENT THAT THE
CORPORATION HAS OBTAINED ALL NECESSARY APPROVALS, IF ANY, FOR THE ISSUANCE OF
THE FLOW-THROUGH SHARES AND THE DEBENTURES (AND THE ISSUANCE OF THE COMMON
SHARES ON CONVERSION OF THE DEBENTURES), SUBJECT ONLY TO THE FILING OF REQUIRED
DOCUMENTS WHICH ARE IN THE POSSESSION OF THE CORPORATION, ON THE CLOSING DATE
AND PAYMENT OF APPLICABLE FEES;
(D)
DEFINITIVE CERTIFICATES ISSUED ON THE
CLOSING DATE REPRESENTING, IN THE AGGREGATE, ALL OF THE FLOW-THROUGH SHARES AND
DEBENTURES SUBSCRIBED FOR REGISTERED IN SUCH NAME OR NAMES AS THE AGENT SHALL
NOTIFY THE CORPORATION IN WRITING NOT LESS THAN TWO BUSINESS DAYS PRIOR TO THE
CLOSING DATE, PROVIDED SUCH CERTIFICATES REGISTERED IN SUCH NAMES MAY BE
DELIVERED IN ADVANCE OF THE CLOSING DATE TO THE AGENT OR SUCH OTHER PARTIES IN
SUCH LOCATIONS AS THE AGENT MAY DIRECT AND THE AGENT AND THE CORPORATION MAY
AGREE;
(E)
EXECUTED COPIES OF THIS AGREEMENT, THE
INDENTURE AND THE SUBSCRIPTION AGREEMENTS, EACH IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND THE AGENT'S COUNSEL; AND
(F)
SUCH OTHER CERTIFICATES AND DOCUMENTS AS
MAY BE REASONABLY REQUESTED BY THE AGENT OR THE AGENT'S COUNSEL.
THE FOREGOING CONDITIONS ARE FOR THE SOLE BENEFIT OF THE AGENT