OR OTHERWISE TAKE ANY ACTION TO QUALIFY ANY
OF ITS SECURITIES OR ANY
8
TRADE OF ANY OF ITS SECURITIES; (II) OBLIGATE THE CORPORATION TO ESTABLISH OR
MAINTAIN ANY OFFICE OR DIRECTOR OR OFFICER IN SUCH JURISDICTION; OR
(III) SUBJECT THE CORPORATION TO ANY REPORTING OR OTHER REQUIREMENT IN SUCH
JURISDICTION;
(C)
OBTAIN FROM EACH SUBSCRIBER AN EXECUTED
SUBSCRIPTION AGREEMENT, AND ALL APPLICABLE UNDERTAKINGS, QUESTIONNAIRES AND
OTHER FORMS REQUIRED UNDER APPLICABLE SECURITIES LAWS OF THE SELLING
JURISDICTIONS AND SUPPLIED TO THE AGENT BY THE CORPORATION FOR COMPLETION IN
CONNECTION WITH THE DISTRIBUTION OF THE OFFERED SECURITIES; AND
(D)
NOT: (I) ADVERTISE THE PROPOSED OFFERING OR
SALE OF THE OFFERED SECURITIES IN PRINTED MEDIA OF GENERAL AND REGULAR PAID
CIRCULATION OR ANY SIMILAR MEDIUM, RADIO, TELEVISION OR TELECOMMUNICATIONS,
INCLUDING ELECTRONIC DISPLAY; OR (II) PROVIDE OR MAKE AVAILABLE TO PROSPECTIVE
PURCHASERS OF OFFERED SECURITIES ANY DOCUMENT OR MATERIAL WHICH WOULD CONSTITUTE
AN OFFERING MEMORANDUM AS DEFINED UNDER APPLICABLE SECURITIES LAWS IN THE
SELLING JURISDICTIONS.
SECTION 4
REPRESENTATIONS AND
WARRANTIES OF THE CORPORATION
The Corporation represents and warrants to the Agent, and acknowledges that the
Agent is relying upon such representations and warranties, that:
(A)
THE CORPORATION HAS BEEN DULY INCORPORATED
AND IS A VALID AND SUBSISTING CORPORATION UNDER THE PROVISIONS OF THE LAWS OF
ITS JURISDICTION OF INCORPORATION, HAS ALL REQUISITE CORPORATE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW BEING CARRIED ON BY IT AND TO OWN OR
LEASE AND OPERATE ITS PROPERTIES AND ASSETS AND IS DULY LICENSED OR OTHERWISE
QUALIFIED TO CARRY ON BUSINESS IN EACH JURISDICTION IN WHICH THE NATURE OF THE
BUSINESS CONDUCTED BY IT OR THE OWNERSHIP OR LEASING OF ITS PROPERTIES MAKES
SUCH QUALIFICATION NECESSARY, EXCEPT WHERE, INDIVIDUALLY OR IN THE AGGREGATE,
THE FAILURE TO BE SO LICENSED OR QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT ON THE CORPORATION;
(B)
THE AUTHORIZED SHARE CAPITAL OF THE
CORPORATION CONSISTS OF AN UNLIMITED NUMBER OF THE COMMON SHARES.
AS AT
DECEMBER 20, 2005, 24,000,000 COMMON SHARES ARE ISSUED AND OUTSTANDING AS FULLY
PAID AND NON-ASSESSABLE SHARES.
ALL THE COMMON SHARES WERE OFFERED, ISSUED AND
SOLD IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS IN DISTRIBUTIONS EXEMPT FROM
THE PROSPECTUS AND REGISTRATION REQUIREMENTS OF SUCH SECURITIES LAWS, AND ALL
NOTICES AND FILINGS IN RESPECT OF SUCH DISTRIBUTIONS HAVE BEEN MADE BY THE
CORPORATION WITHIN THE TIME AND WITHIN THE MANNER REQUIRED BY THE SECURITIES
LAWS;
(C)
EXCEPT FOR THE SERIES I DEBENTURES AND THE
SERIES I AGENT'S WARRANTS, THE CORPORATION DOES NOT HAVE ANY OUTSTANDING
AGREEMENTS, SUBSCRIPTIONS, WARRANTS, OPTIONS OR COMMITMENTS (PRE-EMPTIVE,
CONTINGENT OR OTHERWISE), NOR HAS IT GRANTED ANY RIGHTS OR PRIVILEGES CAPABLE OF
BECOMING AN AGREEMENT, SUBSCRIPTION, WARRANT, OPTION OR COMMITMENT, OBLIGATING
THE CORPORATION TO OFFER, SELL, REPURCHASE OR OTHERWISE ACQUIRE, TRANSFER,
PLEDGE OR ENCUMBER ANY SHARES IN THE CAPITAL OF THE CORPORATION, OR OTHER
SECURITIES, NOR ARE THERE OUTSTANDING ANY SECURITIES OR OBLIGATIONS OF ANY KIND
CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR ANY CAPITAL STOCK OF THE
CORPORATION.
EXCEPT AS SET OUT