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Item 6.
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Indemnification of Directors and Officers.
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The Corporation is subject to the provisions
of Part 5, Division 5 of the Business Corporations Act (British Columbia) (the “Act”).
Under Section 160 of the Act, the Corporation
may, subject to Section 163 of the Act:
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(a)
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indemnify an individual who:
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(i)
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is or was a director or officer of the Corporation,
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(ii)
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is or was a director or officer of another corporation (A) at a time when such corporation is or was an affiliate of the Corporation; or (B) at the Corporation’s request, or
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(iii)
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at the Corporation’s request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,
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including, subject to certain limited
exceptions, the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”),
against all eligible penalties, defined below, to which the eligible party is or may be liable; and
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(b)
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after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, where:
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(i)
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“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding,
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(ii)
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“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Corporation or an associated corporation (A) is or may be joined as a party, or (B) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding,
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(iii)
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“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding, and
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(iv)
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“proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
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Under Section 161 of the Act, and subject
to Section 163 of the Act, the Corporation must, after the final disposition of an eligible proceeding, pay the expenses actually and
reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses,
and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits
in the outcome of the proceeding.
Under Section 162 of the Act, and subject
to Section 163 of the Act, the Corporation may pay, as they are incurred in advance of the final disposition of an eligible proceeding,
the expenses actually and reasonably incurred by an eligible party in respect of the proceeding, provided that the Corporation must not
make such payments unless the Corporation first receive from the eligible party a written undertaking that, if it is ultimately determined
that the payment of expenses is prohibited under Section 163 of the Act, the eligible party will repay the amounts advanced.
Under Section 163 of the Act, the Corporation
must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of
an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the Act, as the case may be, if any of the following
circumstances apply:
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(a)
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if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the Corporation was prohibited from giving the indemnity or paying the expenses by the Corporation’s memorandum or articles;
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(b)
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if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the Corporation is prohibited from giving the indemnity or paying the expenses by the Corporation’s memorandum or articles;
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(c)
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if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Corporation or the associated corporation, as the case may be; or
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(d)
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in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.
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If an eligible proceeding is brought against
an eligible party by or on behalf of the Corporation or by or on behalf of an associated corporation, the Corporation must not either
indemnify the eligible party under Section 160(a) of the Act against eligible penalties to which the eligible party is or may be liable,
or pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act, as the case may be, in respect of the proceeding.
Under Section 164 of the Act, and despite
any other provision of Part 5, Division 5 of the Act and whether or not payment of expenses or indemnification has been sought, authorized
or declined under Part 5, Division 5 of the Act, on application of the Corporation or an eligible party, the court may do one or more
of the following:
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(a)
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order the Corporation to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;
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(b)
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order the Corporation to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;
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(c)
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order the enforcement of, or any payment under, an agreement of indemnification entered into by the Corporation;
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(d)
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order the Corporation to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under Section 164 of the Act; or
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(e)
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make any other order the court considers appropriate.
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Section 165 of the Act provides that the Corporation
may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the
eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of,
or holding or having held a position equivalent to that of a director or officer of, the Corporation or an associated corporation.
Under the Corporation’s articles, and
subject to the Act, the Corporation must indemnify a director, former director or alternate director and his or her heirs and legal
personal representatives against all eligible penalties to which such person is or may be liable, and the Corporation must, after
the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that
proceeding. Each director and alternate director is deemed to have contracted with the Corporation on the terms of the indemnity
contained in the Corporation’s articles.
Under the Corporation’s articles, and subject
to the Act, the Corporation may agree to indemnify and may indemnify any person (including an eligible party). The Corporation has entered
into indemnity agreements with certain of the Corporation’s directors and officers.
Pursuant to the Corporation’s articles,
the failure of an eligible party to comply with the Act or the Corporation’s articles, or, if applicable, any former Companies
Act or former articles of the Corporation, does not invalidate any indemnity to which he or she is entitled under the Corporation’s
articles.
Under the Corporation’s articles, the Corporation
may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:
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is or was a director, alternate director, officer, employee or agent of the Corporation
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is or was a director, alternate director, officer, employee or agent of another corporation at a time when such corporation is or was an affiliate of the Corporation;
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at the Corporation’s request, is or was, a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
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at the Corporation’s request, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity,
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against any liability incurred by him or her as
a director, alternate director, officer, employee or agent or person who holds or held such equivalent position.
The Corporation maintains directors' and officers' liability insurance
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.
(a) The
undersigned registrant hereby undertakes:
(1) 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. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective 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) 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.
(2) 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.
(3) 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.
(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.
(h)
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.