Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) The Company has granted to the UnderwritersA certificate, for the purpose dated such Date of covering over-allotmentsDelivery, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% President or a Vice President of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise chief financial officer or chief accounting officer of the Over-Allotment OptionCompany, confirming that the Company shall issue certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and deliver that amount correct as of Compensation Option Certificates to the Lead Underwriter, on behalf such Date of the Underwriters, in accordance with the applicable provisions set forth hereinDelivery. (2) In The favorable opinions relating to the event Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b)-(d) hereof each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery. (3) The favorable opinion of Cravath, Swaine & ▇▇▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (4) A letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(h) hereof, except that the Company "specified date" on the letter furnished pursuant to this paragraph shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately a date not more than three business days prior to such subdivisionDate of Delivery. (5) Since the time of execution of such Terms Agreement, consolidationthere shall not have occurred a downgrading in, reclassification or changewithdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. (1) 5.1 The Company has granted Partnership hereby grants to the Underwriters, in the respective percentages set forth in Section 19 hereof, an irrevocable option (the “Over-Allotment Option”) to purchase up to Units (the “Additional Units”) for the purpose purchase price of covering over-allotments$ per Additional Unit, if anybeing an aggregate purchase price of up to $ , less an amount per Additional Unit equal to any dividend or for market stabilization purposesdistribution declared by the Partnership and payable on the Units but not payable on the Additional Units (the “Additional Purchase Price”). If the Representatives, on behalf of the Underwriters, elect to exercise the Over-Allotment Option to purchase Option, the Representatives shall notify the Partnership in writing not later than 5:00 p.m. (New York City time) on the 30th day after the Closing Date, which notice shall specify the number of Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Option Closing Date”) and time at which such Additional Units are to be purchased (the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the exercise of the Over-Allotment Option does and, in any event, may not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following be earlier than the Closing Date. The Lead UnderwriterAdditional Units may be purchased solely for the purpose of covering over-allotments made in connection with the Offering, on behalf of the Underwritersif any, may exercise the Over-Allotment Option from time and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying purchase the number of Additional Units and/or Additional Warrants which (subject to such adjustments to eliminate fractional Units as the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in may determine) that bears the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay same proportion to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the total number of Additional Units and Additional Warrants issuable on exercise thereof to be purchased as the number of Units being purchased by such that Underwriter bears to the Underwriters are entitled to arrange for the sale total number of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or changeUnits purchased.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the UnderwritersAgents, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units at the Offering Price or Additional Debentures and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Warrants. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Agents will be paid the Agency Fee in respect of the sale of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to the exercise of the Over-Allotment Option. MRCC, on behalf of the UnderwritersAgents, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency period thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units or Additional Debentures and/or Additional Warrants which the Underwriters Agents wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters Agents exercise the Over-Allotment Option, the Underwriters shallAgents will, on the date of Closing of any exercise of the Over-Allotment Closing DateOption, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over- Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Company Corporation the aggregate purchase price for the Additional Units or Additional Debentures and/or Additional Warrants so purchased sold, less an amount equal to the Agency Fee payable in respect of the sale of the Additional Units or Additional Debentures and/or Additional Warrants, by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units or Additional Debentures and/or Additional Warrants sold, registered in the name of “CDS & Co.” or in such other name as the UnderwritersAgents may direct for deposit into the electronic book based system for clearing, on behalf of the Underwriters, may directdepository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Company Corporation determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units or Additional Debentures and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company Corporation delivering one or more definitive certificates representing the Unit Shares and/or WarrantsAdditional Debentures, the Underwriters Agents will provide a direction to CDS with respect to the crediting of the Unit Shares and / Additional Units or the Additional Debentures and/or Additional Warrants to the accounts of participants of CDS as shall will be designated by the Underwriters Agents in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 11 relating to closing deliveries unless otherwise agreed to by the Underwriters Agents and the CompanyCorporation) shall will apply mutatis mutandis to the issuance of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2b) In the event that the Company shall Corporation will subdivide, consolidate, reclassify or otherwise change its Common Shares shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering exercise price and to the number of Additional Units and Additional Warrants Securities issuable on exercise thereof such that the Underwriters Agents are entitled to arrange for the sale of the same number and type of securities that the Underwriters Agents would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during by the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Lead Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition delivering notice to the Company delivering one or more definitive certificates representing not later than 2:00 p.m. (Vancouver time) on the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to 30th day after the Closing Date Date, which notice will specify the number of Additional Shares to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to be purchased by the Underwriters and the Companydate (the “Option Closing Date”) shall apply mutatis mutandis and time (the “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than five Business Days after the date of delivery of such notice (except to the issuance of any Units and/or Additional Warrants pursuant extent a shorter or longer period shall be agreed to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall will be committed to issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, sell in accordance with and subject to the applicable provisions set forth hereinof this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying the Underwriters’ “over-allocation position” (as defined in National Instrument 41-101 – General Prospectus Requirements) in connection with the Offering. (2) In the event that the Company shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Common the closing of the issuance and sale of that number of Additional Shares during in respect of which the period in which Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the offering price and to the Underwriters that number of Additional Units and Additional Warrants issuable on exercise thereof such that Shares in respect of which the Underwriters are entitled to arrange for exercising the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior and deposit with CDS or its nominee, if requested by BMO, the Additional Shares electronically through the non-certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the twelfth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants Over-Allotment Debentures which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Closing DateOption, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Company Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Additional Units and/or Additional Warrants Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft dated in Canadian currency against electronic delivery of the Over-Allotment Closing Date against delivery Debentures purchased, to CDS or its nominee on behalf of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants Underwriters registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, Lead Underwriter may direct. Notwithstanding the foregoing, if the Company determines direct to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants be held by CDS as booka non-entry only securities certificated inventory in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 5 relating to closing deliveries unless otherwise agreed to by the Underwriters Lead Underwriter and the CompanyCorporation) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2b) In the event that the Company Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering exercise price and to the number of Additional Units and Additional Warrants Over-Allotment Debentures issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) 12.1 The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriter the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of Shares at the Purchased Unites sold under the Offering (as defined herein). The Offer Price per Over-Allotment Share. The Over- Allotment Option is exercisable may be exercised in whole or in part at any and from time or times on or before to time prior to its expiry in accordance with the provisions of this Underwriting Agreement by the Underwriter by delivering to the Corporation written notice of exercise, setting out the number of Over-Allotment Shares to be purchased by the Underwriter, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwritersnotice, the Underwriter will be committed to purchase the Over-Allotment Shares and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Underwriting Agreement, the number of Over-Allotment Shares indicated in the notice. Over-Allotment Shares may exercise be purchased by the Underwriter only for the purpose of satisfying over-allotments made in connection with the distribution of the Purchased Shares and for market stabilization purposes permitted pursuant to Canadian Securities Laws. 12.2 In the event that the Over-Allotment Option from time to time, in whole or in part, during is exercised by the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number Underwriter and any of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment OptionShares are purchased by the Underwriter, the Underwriters shallclosing shall take place at the offices mentioned in Section 11 above, or at such other place as shall be agreed upon by the Underwriter and the Corporation, on each Over-Allotment Closing Date. 12.3 At the Time of Closing on an Over-Allotment Closing Date, pay to the Company the aggregate purchase price if any, for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriter a certificate or certificates representing Over-Allotment Shares against payment of the aggregate Offer Price by wire transfer on such Over-Allotment Closing Date payable to Maple or if requested, utilize the NCI System. Maple will, at the Time of Closing on such Over-Allotment Closing Date, and upon such payment of the aggregate Offer Price to Maple, make payment in full of the Underwriting Fee which shall be made by Maple directing the Underwriter to withhold the Underwriting Fee from the payment of the aggregate Offer Price. Certificates representing the Over-Allotment Shares, if any, shall be registered in such names as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise Underwriter may request provided such request is made at least two (2) Business Days prior to an Over- Allotment Closing Date. 12.4 The closing of the Over-Allotment Option, Option shall be conditional upon the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions conditions set forth hereinin Section 6.8 through Section 6.15 being satisfied at the Time of Closing on the Over- Allotment Closing Date. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or and for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of Units and the Purchased Unites sold under the Offering (as defined herein)Over-Allotment Flow- Through Shares. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Underwriters shall be paid the Commission and issued Brokers’ Warrants in respect of the issue and sale of any Over-Allotment Units and Over-Allotment Flow-Through Shares purchased pursuant to the exercise of the Over-Allotment Option on the day of issue of the Over-Allotment Units or the Over-Allotment Flow-Through Shares. Canaccord, on its own behalf and on behalf of the Underwriters, may exercise the Over-Over- Allotment Option from time to time, in whole or in part, part from time to time during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Over-Allotment Units and/or Additional Warrants and Over- Allotment Flow-Through Shares which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the date of the Over-Allotment Closing DateNotice (such day to be agreed between the Underwriters and the Corporation, each acting reasonably), pay to the Company Corporation the aggregate purchase price for the Additional Over- Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Over-Allotment Units and/or Additional Warrants Flow-Through Shares comprising the Over-Allotment Flow-Through Shares, registered in the name of “CDS & Co.” or in such other name or names as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue Underwriters direct (provided that any of the Unit Shares and/or or Warrants comprising sold in the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the United States or to U.S. Persons pursuant to Schedule “non-certificated inventoryA” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters individually certificated and shall not be included in writing in sufficient time prior to the Closing Date to permit such creditingany global certificate). The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 section 11 relating to closing Closing deliveries unless otherwise agreed to by the Underwriters Corporation and the CompanyUnderwriters) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2b) In the event that the Company Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Over- Allotment Option is exercisable, appropriate adjustments will be made to the offering price Unit Issue Price and/or FTS Issue Price, as applicable, and to the number of Additional Over- Allotment Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such and/or Over-Allotment Option immediately prior to such subdivisionFlow-Through Shares, consolidation, reclassification or change.as applicable,

Over Allotment Option. (1) 4.1 The Company has granted Selling Debentureholder hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 16.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase Additional Units up to an additional $150,000,000 Optional Convertible Debentures, at a purchase price per Optional Convertible Debenture equal to the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Price. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Convertible Debenture will be made at any the offices of the Corporation's and Selling Debentureholder's Counsel at the time (the "Option Closing Time") on the date set out in the written notice of CIBC and Scotia referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from CIBC and Scotia, on or before behalf of the Underwriters, setting out the number of Optional Convertible Debentures to be purchased by the Underwriters, which notice must be received by the Selling Debentureholder not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon the furnishing of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrantsnotice, the Underwriters will provide a direction severally (and not jointly or jointly and severally) be committed to CDS purchase, in the respective percentages set out in Section 16.1 of this Agreement, and the Selling Debentureholder will be committed to sell in accordance with respect and subject to the crediting provisions of this Agreement the Unit Shares and / or number of Optional Convertible Debentures indicated in the Warrants to the accounts of participants of CDS as shall notice. Optional Convertible Debentures may be designated purchased by the Underwriters only for the purpose of satisfying over-allotments made in writing in sufficient time prior connection with the distribution of the Firm Convertible Debentures and for market stabilization purposes permitted pursuant to the Closing Date to permit such creditingapplicable Securities Laws. The applicable terms, conditions and provisions Corporation agrees that the number of this Underwriting Agreement (including the provisions of Section 6 relating Optional Convertible Debentures to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, be issued upon exercise of the Over-Allotment OptionOption shall be adjusted for any stock splits, the Company shall issue and deliver that amount of Compensation Option Certificates consolidations or other changes to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during after the period in which the Over-Allotment Option is exercisableClosing Date, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or changeif any.

Over Allotment Option. (1a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 808,363 additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 12.8% of the Closing Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to 808,363 additional Series A Warrants to purchase an aggregate of an additional 808,363 shares of Common Stock, representing 12.8% of the Closing Series A Warrants sold in the offering from the Company (the “Option Series A Warrants”) and/or up to 808,363 additional Series B Warrants to purchase an aggregate of an additional 404,181 shares of Common Stock, representing 12.8% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). The Company has granted purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Share or Closing Pre-funded Warrant set forth in Section 2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to the price per Closing Series B Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the shares Common Stock issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants, the Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Series A Warrants, the Closing Series B Warrants, the Closing Pre-funded Warrants, the Option Series A Warrants, the Option Series B Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the Company and Direct Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit B. The offering and sale of the Public Securities is herein referred to as the “Offering”. (b) The Over-Allotment allotment Option granted pursuant to Section 2.2(a) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The Underwriters shall not be under any obligation to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant any Option Securities prior to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)allotment Option. The Over-Allotment allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on granted hereby may be exercised by the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf giving of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email, facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Over-Allotment NoticeOption Closing Date”), which shall not be later than one (1) specifying full Business Days after the number date of Additional Units and/or Additional Warrants which the Underwriters wish to purchase notice or arrange to have purchased such other time as shall be agreed upon by one the Company and the Representative, at the offices of Representative Counsel or more Substituted Purchasers in at such other place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the United States or who are U.S. PersonsCompany and the Representative. If such delivery and payment for the Underwriters exercise the Over-Allotment Option, the Underwriters shall, Option Securities does not occur on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Option Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered will be as set forth in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may directnotice. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any Upon exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise allotment Option with respect to all or any portion of the Over-Allotment OptionOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall issue and deliver that amount of Compensation Option Certificates become obligated to sell to the Lead Underwriter, on behalf Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, in accordance with acting severally and not jointly, shall purchase that portion of the applicable provisions total number of Option Securities then being purchased as set forth hereinin Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine. (2c) In Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or, except in the case of Pre-funded Warrants, through the facilities of DTC) for the account of the Underwriters. The applicable number of Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Company Closing Date, the term “Closing Date” shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made refer to the offering price time and to date of delivery of the number of Additional Closing Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment applicable Option immediately prior to such subdivision, consolidation, reclassification or changeSecurities.

Over Allotment Option. ‌ (1a) The Company has granted hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Units. The Over-Allotment Option is exercisable once, in whole or in part part, at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Underwriters shall be paid the Commission in respect of the sale of any Over-Allotment Units purchased pursuant to the exercise of the Over-Allotment Option. Eight Capital, on behalf of the Underwriters, may exercise the Over-Over- Allotment Option from time to timeonce, in whole or in part, during the currency thereof 30-day period described above by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Over-Allotment Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on become severally obligated to purchase the total number of the Over-Allotment Closing Date, Units as to which the Underwriters are exercising the Over-Allotment Option in accordance with their respective percentages set out in Section 15 hereof and to pay to the Company the aggregate purchase price for the Additional Over-Allotment Units and/or Additional Warrants so purchased by wire transferpurchased, certified cheque or bank draft dated less an amount equal to the Commission payable in respect of the sale of the Over-Allotment Closing Date Units, by wire transfer in immediately available funds in Canadian currency against delivery of one the Over-Allotment Units in electronic or more certificates certificated form (as directed by Eight Capital, on behalf of the Underwriters, in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants writing), in each case registered in the name of “CDS & Co.” or in such other name or names as directed by Eight Capital (on behalf of the Underwriters) in writing. The Over-Allotment closing time (the “Over-Allotment Closing Time”) shall be determined and specified in the Over- Allotment Notice by Eight Capital, on behalf of the Underwriters, may direct. Notwithstanding but shall be a date that is not less than three Business Days and not more than five Business Days after the foregoing, if the Company determines to issue any date of the Unit Shares and/or Warrants comprising Over-Allotment Notice and, in any event, shall not be earlier than the Additional Closing Date.‌ (b) If the Over-Allotment Option is exercised as to all or any portion of the Over-Allotment Units, one or more global certificates for such Over-Allotment Units and/or (or their equivalent in the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules inventory system of the Company’s registrar and procedures transfer agent), and payment therefor, shall be delivered at the Over-Allotment Closing Time in the manner, and upon the terms and conditions, set forth in Sections 7, 9(a)(iv) and 9(b), except that references therein to the Units, Closing Date and Closing Time shall be deemed, for the purposes of CDSthis paragraph 8(b), then as an alternative or in addition to refer to such Over-Allotment Units, the date of Closing the Over-Allotment Option and the Over-Allotment Closing Time, respectively, and the amount payable by the Underwriters to the Company delivering one or more definitive certificates representing in respect of the Unit Shares and/or Warrants, exercise of the Underwriters will provide a direction to CDS with respect Over-Allotment Option shall be equal to the crediting number of Over-Allotment Units in respect of which the Unit Shares Over-Allotment Option is exercised multiplied by the Issue Price, and / or the Warrants underwriting fee payable by the Company to the accounts of participants of CDS as shall be designated by the Underwriters in writing respect of such exercise shall be equal to Commission in sufficient time prior to the Closing Date to permit respect of such creditingOver-Allotment Units. The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 9 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Over-Allotment Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option; provided, except for greater certainty, that references therein to the Units, Closing Date‌ and Closing Time shall be deemed, for the purposes of this paragraph 8(b), to refer to the Over-Allotment Units as otherwise agreed by to which the Company and the Underwriters. Furthermore, upon exercise of Underwriters are exercising the Over-Allotment Option, the Company shall issue date of Closing the Over- Allotment Option and deliver that amount of Compensation Option Certificates to the Lead UnderwriterOver-Allotment Closing Time, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrespectively. (2c) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common the Subordinate Voting Shares during the period in which the Over-Allotment Option is exercisableexercisable by the Underwriters, appropriate adjustments will be made to the offering price Issue Price and to the number of Additional Over-Allotment Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) 11.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 6 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase the Additional Units Shares at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). Purchase Price. 11.2 The Over-Allotment Option is exercisable may be exercised in whole or in part at any time or times and from time to time prior to its expiry in accordance with the provisions of this Agreement by the Lead Underwriter, on or before behalf of the Underwriters, by delivering to the Corporation written notice of exercise, setting out the number of Additional Shares to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon furnishing of the Underwritersnotice, the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase the Additional Shares in the respective percentages set out in Section 6 of this Agreement and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may exercise be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Purchased Shares and for market stabilization purposes permitted pursuant to Applicable Securities Laws. 11.3 In the event that the Over-Allotment Option from time to timeis exercised by the Underwriters and any of the Additional Shares are purchased by the Underwriters, the closing shall take place at the offices mentioned in whole Section 8 above, or in partat such other place as shall be agreed upon by the Underwriters and the Corporation, during the currency thereof by delivering written notice to the Company (the “on each Over-Allotment Notice”) specifying Closing Date. 11.4 At the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, Closing Time on the an Over-Allotment Closing Date, pay to the Company the aggregate purchase price if any, for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates representing Additional Shares against payment of the aggregate Purchase Price by wire transfer on such Over-Allotment Closing Date payable to the Company Corporation or, if requested, utilize the NCI System. The Corporation will, at the Closing Time on such Over-Allotment Closing Date, and upon such payment of the aggregate Purchase Price for the Additional Shares to the Corporation, make payment in full of the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased, which shall be made by the Corporation directing the Underwriters to withhold the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased from the payment of the aggregate Purchase Price for the Additional Shares. Furthermore, upon exercise Certificates representing the Additional Shares shall be registered in such names as the Underwriters may request provided such request is made two (2) Business Days prior to an Over-Allotment Closing Date. 11.5 The closing of the Over-Allotment Option, Option shall be conditional upon the Company shall issue and deliver that amount conditions of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions closing set forth hereinin Section 7 being satisfied at the Closing Time on the Over-Allotment Closing Date. (2) 11.6 In the event that the Company Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price Purchase Price and to the number of Additional Units and Additional Warrants Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Company Corporation not later than 5:00 p.m. (Eastern Time) on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have be purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Companydate (the "Option Closing Date") shall apply mutatis mutandis and time (the "Option Closing Time") on and at which such Additional Units are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than three Business Days after the date of delivery of such notice (except to the issuance of any Units and/or Additional Warrants pursuant extent a shorter or longer period shall be agreed to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall Corporation will be committed to issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, sell in accordance with and subject to the applicable provisions set forth hereinof this Agreement, the number of Additional Units indicated in the notice. Additional Units may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Company shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Common Shares during the period closing of the issuance and sale of that number of Additional Units in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Corporation; provided that separate certificates (in physical or electronic form as the Lead Underwriter may advise) shall be issued to or in respect of each U.S. Accredited Investor, if any, that is exercisablepurchasing Additional Units at the Option Closing Time, appropriate adjustments will be made registered in the name of such U.S. Accredited Investor or its nominee or as otherwise directed by the Lead Underwriter. (3) At the Option Closing Time, the Corporation shall issue to the offering price and to the Underwriters that number of Additional Units Unit Shares and Additional Warrants issuable on exercise thereof such that in respect of which the Underwriters are entitled to arrange for exercising the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Unit Shares and Warrants electronically through the non-certificated inventory system of CDS against payment of C$0.90 per Additional Unit by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Units in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Over Allotment Option. (1) The Company Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase up to 3,300 Additional Units at the Offering Price and/or Additional Warrants at Debentures with a price face value of $0.08 1,000 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein)Debenture. The Over-Over- Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead UnderwriterUnderwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants Debentures which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Over- Allotment Closing Date, pay to the Company Corporation the aggregate purchase price for the Additional Units and/or Additional Warrants Debentures so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery evidence of deposit of the Additional Debentures via a non-certificated issue or one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants Debentures or, registered in the name of “CDS & Co.” or in such other name as the Lead Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the CompanyCorporation) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants Debentures pursuant to any exercise of the Over-Over- Allotment Option, except as otherwise agreed by the Company Corporation and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants Debentures issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on may be exercised by the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoingat any time, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative whole or in addition part by delivering notice to the Company delivering one or more definitive certificates representing Corporation not later than 5:00 p.m. on the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to 30th day after the Closing Date Date, which notice will specify the number of Additional Shares to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to be purchased by the Underwriters and the Companydate (the “Option Closing Date”) shall apply mutatis mutandis and time (the “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than five Business Days after the date of delivery of such notice (except to the issuance of any Units and/or Additional Warrants pursuant extent a shorter or longer period shall be agreed to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company Corporation). Subject to the terms of this agreement, upon the Lead Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall Corporation will be committed to issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, sell in accordance with and subject to the applicable provisions set forth hereinof this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Company shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Common the closing of the issuance and sale of that number of Additional Shares during in respect of which the period in which Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇, appropriate adjustments will ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be made agreed to by the Lead Underwriters and the Corporation. (3) At the Option Closing Time, the Corporation shall issue to the offering price and to the Underwriters that number of Additional Units and Additional Warrants issuable on exercise thereof such that Shares in respect of which the Underwriters are entitled to arrange for exercising the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$2.80 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.