Indemnification
(1) A
corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another
individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity,
of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which
the individual is involved because of that association with the corporation or other entity.
Advance of costs
(2) A
corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred
to in subsection (1), but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection
(3).
Limitation
(3) A
corporation shall not indemnify an individual under subsection (1) unless the individual acted honestly and in good faith with
a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the
individual acted as a director or officer or in a similar capacity at the corporation's request.
Same
(4) In
addition to the conditions set out in subsection (3), if the matter is a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the corporation shall not indemnify an individual under subsection (1) unless the individual had
reasonable grounds for believing that the individual's conduct was lawful.
Derivative Actions
(4.1) A
corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection
(2), in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favor, to which the
individual is made a party because of the individual's association with the corporation or other entity as described in subsection
(1), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual
fulfils the conditions set out in subsection (3).
Right to indemnity
(4.2) Despite
subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs,
charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative,
investigative or other proceeding to which the individual is subject because of the individual's association with the corporation
or other entity as described in subsection (1), if the individual seeking an indemnity,
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(a)
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was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and
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(b)
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fulfils the conditions set out in subsections (3) and (4).
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Nothing in the articles of association, by-laws
or resolutions of the Registrant limits the right of any person entitled to claim indemnity apart from the indemnity provided pursuant
to Section 136 of the Business Corporations Act (Ontario).
The Registrant maintains a policy of directors’
and officers’ liability insurance which insures, subject to certain exclusions, directors and officers for losses as a result
of claims against the directors and officers of the Registrant in their capacity as directors and officers.
Insofar as indemnification for liabilities arising
under the U.S. Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to
the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
(a) The
undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.