Additional Deliveries and Conditions for Acceptance. 4.1 The Purchaser shall complete, sign and return to the Agents, in accordance with the instructions provided to the Purchaser by the Agents, as soon as possible and, in any event not later than 4:00 p.m. (Toronto time) on April 22, 2015: (a) one completed and executed copy of this Subscription Agreement; (b) for Purchasers resident in Canada, one completed and executed copy of the accredited investor status certificate in the form attached as Schedule “B” hereto (the “Accredited Investor Status Certificate”); and (c) any other document required by applicable Securities Laws which the Agents or the Issuer requests, including the Selling Shareholder Questionnaire. The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer and the Agents. If less than a complete copy of this Subscription Agreement is delivered to the Issuer or the Agents, the Issuer, the Agents and their respective counsel are entitled to assume that the Purchaser accepts and agrees to all the terms and conditions of the pages not delivered, unaltered. The Purchaser acknowledges and agrees that this offer, the Subscription Amount and any other documents delivered in connection herewith will be held by the Agents until such time as the conditions set out in the Agency Agreement are satisfied by the Issuer or waived by the Agents. 4.2 Any obligation of the Issuer to sell the Purchased Securities to the Purchaser is subject to: (a) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (b) the Purchaser’s representations and warranties in this Subscription Agreement (including in the attached Schedule “B”) being complete, accurate and true at the time of acceptance and at the Closing Date; (c) the terms and conditions contained in the Agency Agreement for the benefit of the Issuer being complied with to the satisfaction of the Issuer or waived by the Issuer; (d) the issuance of the Purchased Securities to the Purchaser being exempt from the prospectus requirements of applicable Securities Laws; (e) the Issuer having obtained all required regulatory approvals to permit the completion of such sale, including the conditional approval of the TSX for the listing of the Common Shares, the Warrants Shares, the Penalty Shares and common shares issuable upon the exercise of the Penalty Warrants; and (f) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement and applicable Securities Laws (including but not limited to the Accredited Investor Status Certificate) with respect to the Purchased Securities. 4.3 The Purchaser understands that the information provided herein will be relied upon by the Issuer and the Agents (and their respective counsel) for the purposes of determining the eligibility of the Purchaser to purchase the Purchased Securities. The Purchaser agrees to provide upon request any additional information that the Issuer and the Agents determine necessary in determining the Purchaser’s eligibility.
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Additional Deliveries and Conditions for Acceptance. 4.1 3.1 The Purchaser shall complete, sign and return to the Agents, in accordance with the instructions provided to to:
(a) if the Purchaser by is resident in the AgentsUnited States, to Euro Pacific Capital Inc. at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; or
(b) if the Purchaser is resident outside the United States, to Salman Partners Inc. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 17th Floor, Vancouver, B.C. V6E 2M6 (Fax no.: (▇▇▇) ▇▇▇-▇▇▇▇). as soon as possible and, in any event not later than 4:00 5:00 p.m. (Toronto Vancouver time) three Business Days (as defined herein) on April 22, 2015or before the Closing Date:
(ai) one completed and executed copy of this Subscription Agreement;
(bii) for Purchasers one completed and executed copy of the subscriber certificate in the form attached as Schedule “A” hereto (the “U.S. Subscriber Certificate”);
(iii) if the Purchaser is resident in Canada, one completed and executed copy of the accredited investor status Subscriber certificate in the form attached as Schedule “B” hereto (the “Accredited Investor Status Canadian Subscriber Certificate”); and
(civ) any other document required by applicable Securities Laws (as defined herein), U.S. federal or state securities laws or the rules and regulations of the NYSE Alternext U.S. or any other exchange upon which the Issuer’s securities are listed or quoted, which the Agents or the Issuer requests, including the Selling Shareholder Questionnaire. The Purchaser acknowledges and agrees that such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Issuer and the Agents. If less than a complete copy of this Subscription Agreement is delivered to the Issuer or the Agents, the Issuer, the Agents and their respective counsel are entitled to assume that the Purchaser accepts and agrees to all the terms and conditions of the pages not delivered, unaltered. The Purchaser acknowledges and agrees that this offer, the Subscription Amount offer and any other documents delivered in connection herewith will be held by the Agents and the purchase price will be held by the Agents until such time as the conditions set out in the Agency Agreement are satisfied by the Issuer or waived by the Agents.
4.2 Any obligation of the Issuer to sell the Purchased Securities to the Purchaser is subject to: (a) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (b) the Purchaser’s representations and warranties in this Subscription Agreement (including in the attached Schedule “B”) being complete, accurate and true at the time of acceptance and at the Closing Date; (c) the terms and conditions contained in the Agency Agreement for the benefit of the Issuer being complied with to the satisfaction of the Issuer or waived by the Issuer; (d) the issuance of the Purchased Securities to the Purchaser being exempt from the prospectus requirements of applicable Securities Laws; (e) the Issuer having obtained all required regulatory approvals to permit the completion of such sale, including the conditional approval of the TSX for the listing of the Common Shares, the Warrants Shares, the Penalty Shares and common shares issuable upon the exercise of the Penalty Warrants; and (f) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement and applicable Securities Laws (including but not limited to the Accredited Investor Status Certificate) with respect to the Purchased Securities.
4.3 The Purchaser understands that the information provided herein will be relied upon by the Issuer and the Agents (and their respective counsel) for the purposes of determining the eligibility of the Purchaser to purchase the Purchased Securities. The Purchaser agrees to provide upon request any additional information that the Issuer and the Agents determine necessary in determining the Purchaser’s eligibility.
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