Item 6.
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Indemnification of Directors and Officers.
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Under the Canada Business Corporations Act (the CBCA) the Registrant may indemnify a director or officer, a former director or officer or
another individual 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 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 Registrant or other entity on
condition that (i) 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, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his conduct was
lawful. Further, the Registrant may, with court approval, indemnify a person described 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, against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfills conditions (i) and
(ii) above. An individual as described above is entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence 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 a matter of right if the individual was not judged by a court or other
competent authority to have committed any fault or omitted to do anything the individual ought to have done, and he fulfills conditions (i) and (ii) above.
In accordance with the CBCA, the by-laws of the Registrant provide that the Registrant shall 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, or an individual acting in a similar capacity, of another entity, and such persons heirs and legal representatives,
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 Registrant or other entity, provided that (i) (a) 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 interest of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrants request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, the person had reasonable grounds for believing that the individuals conduct was lawful. The by-laws of the Registrant further obligates the Registrant to advance moneys to a director,
officer or other individual for the costs, charges and expenses of proceeding referred to above, subject to the repayment of these moneys if the individual does not fulfil the conditions of (i) and (ii) above.
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 CBCA.
Insofar as indemnification for liabilities arising under the
U.S. 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 as expressed in the U.S. Securities Act and is therefore unenforceable.