None.
Item 6. Indemnification of Directors and Officers.
Applicable Laws of Ontario
Under the
Business Corporations Act
(Ontario) (the
OBCA
), the Registrant may indemnify a present or former director or officer or person who acts or acted at the Registrants 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 him in respect of any civil,
criminal, administrative, investigative or other proceeding in which he is involved because of that association with the Registrant or other entity.
Further, the Registrant may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above, but the individual shall repay the money if the individual does
not fulfill the conditions set forth in the following paragraph.
The Registrant shall not indemnify an individual under the first paragraph above unless the individual acted honestly and in good faith with a view to the best interests of the Registrant 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 Registrants request.
In addition to the foregoing, if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Registrant shall not indemnify an individual under the first paragraph above
unless the individual had reasonable grounds for believing his conduct was lawful.
Further, the Registrant may, with the approval of a court, indemnify an individual referred to in the first paragraph above, or advance moneys as set forth under the second paragraph above, in respect of an action by or
on behalf of the Registrant or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individuals association with the Registrant or other entity as described in the first paragraph above,
against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set forth in the third paragraph above.
Despite the first paragraph above, an individual referred to in that paragraph is entitled to indemnity from the Registrant 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 individuals association with the Registrant or other entity as described in the first
paragraph above, if the individual seeking an indemnity (a) 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 (b) fulfils the conditions set out
in paragraphs three and four above.
Under the OBCA, the Registrant may purchase and maintain insurance for the benefit of any person referred to in the first paragraph under this heading against the liability incurred by the person, (a) in his or her
capacity as a director or officer of the Registrant; or (b) in his or her capacity as a director or officer, or similar capacity, of another entity where the person acts or acted in that capacity at the Registrant's request.
II-4
Bylaws
Subject to the limitations
contained in the OBCA, the by-laws of the Registrant indemnify a director or
officer, a former director or officer, or a person who acts or acted at the
Registrants request as a director or officer of a corporation in which the
Registrant is or was a shareholder or creditor (or a person who undertakes or
has undertaken any liability on behalf of the Registrant or any such body
corporate) and their heirs and legal representatives of any such person against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by such person in respect of any civil,
criminal, or administrative action or proceeding to which such person was made a
party by reason of being or having been a director or officer of the Registrant
or other corporation if such person acted honestly and in good faith with a view
to the best interests of the Registrant, and, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, such
person had reasonable grounds for believing that his conduct was lawful. Subject
to the limitations contained in the OBCA, the Registrant may purchase and
maintain such insurance for the benefit of its directors and officers as such,
as the board may from time to time determine.
Insurance
A policy of directors and
officers liability insurance is maintained by the Registrant which insures
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 and
also reimburses the Registrant for payments made pursuant to the indemnity
provisions under the by-laws of the Registrant and the OBCA.
Commission Position
on Indemnification
Insofar as indemnification for
liabilities under the Securities Act of 1933, as amended (the
Securities
Act
), may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy in the United States as expressed in the Securities Act and is
therefore unenforceable.