Item 6.
Indemnification of Directors and Officers.
Under the Business Corporations Act (British Columbia) (the BC Act), the Company may indemnify a present or former director or officer, or a person who acts or acted as a director or officer of another corporation at the request of the Company, or as a director or officer of one of the Companys affiliates, and his or her heirs and personal representatives, against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of, a proceeding in which such party or any of the heirs and personal or other legal representatives of such party, is or may be joined as a party or is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding, including costs, charges, expenses, and legal and other fees and amounts paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or her including an amount paid to settle an action or satisfy a judgment in respect of any legal proceeding or investigative action to which he or she is made a party by reason of his or her position; and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Company or such other corporation, and, in the case of a proceeding other than a civil proceeding, had reasonable grounds for believing that his or her conduct was lawful. Other forms of indemnification may be made with court approval.
In accordance with the Companys articles of continuance (the Articles), the Company shall indemnify every director or former director and his or her heirs and personal representatives, or may, subject to the BC Act, indemnify any other person. The Company has entered into indemnity agreements with its directors and executive officers, whereby the Company has agreed to indemnify the directors and officers to the extent permitted by the Articles and the BC Act.
The Articles permit the Company, subject to the limitations contained in the BC Act, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or of a corporation at a time when the corporation is or was an affiliate of the Company, or at the request of the Company is or was a director, officer, employee or agent, or a position equivalent to director or officer, of a corporation or of a partnership, trust, joint venture, or other unincorporated entity, in respect of any liability incurred by him or her in such capacity. The Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which it may make to such officers and directors pursuant to the above indemnification provisions or otherwise as a matter of law.