| Item 6. |
Indemnification of Directors and Officers.
|
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
Registrant’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 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 Registrant’s 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 individual’s 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
individual’s 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
Registrant’s request as a director or officer, or an individual
acting in a similar capacity, of another entity, and such person’s
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 Registrant’s
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 individual’s
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.
