of the Shares on NYSE American has ranged from a low of US$24.48 to a high of US$51.64. See Section 4 of the Circular, Price Range of Shares.
(5) The first paragraph under the subheading Withdrawal Rights on page 16 of the Offer to Purchase is hereby amended as follows:
Except as otherwise provided in this Section, deposits of Shares pursuant to the Offer will be irrevocable. Shares
deposited pursuant to the Offer may be withdrawn by the Shareholder (a) at any time if the Shares have not been taken up by the Company before actual receipt by the Depositary of a notice of withdrawal in respect of such shares, (b) at any
time before the expiration of ten (10) days from the date that a notice of change or variation (unless (i) the variation consists solely of an increase in the consideration offered for those Shares pursuant to the Offer where the time for
deposit is not extended for greater than ten (10) days, or (ii) the variation consists solely of the waiver of a condition of the Offer) has been given in accordance with Section 8, Extension and Variation of the Offer; or
(c) at any time if the Shares have been taken up but not paid for by the Company within three (3) Business Days of being taken up. In addition, pursuant to Rule 13e-4(f) under the Exchange Act,
Shares may also be withdrawn after July 6, 2022, which is the 40th business day after the date of the commencement of the Offer, unless such Shares have already been accepted for payment by
the Company pursuant to the Offer and not validly withdrawn.
An identical change will be made under the subheading Withdrawal
Rights on page 7 of the Offer to Purchase to delete clause (i) of the parenthetical in the Offer to Purchase.
(6) The first
paragraph under the subheading 7. Certain Conditions of the Offer on page 17 of the Offer to Purchase is hereby amended as follows:
Notwithstanding any other provision of the Offer, the Company shall not be required to accept for purchase, to purchase
or, subject to any applicable rules or regulations, to pay for any Shares deposited, and may terminate, cancel or amend the Offer or may postpone the payment for Shares deposited, if, at any time before the Expiration Date, any of the following
events shall have occurred (or shall have been determined by the Company to have occurred) which, in the Companys sole judgment, acting reasonably, in any such case, makes it inadvisable to proceed with the Offer or with such acceptance for
purchase or payment:
(7) Condition (a) under the subheading 7. Certain Conditions of the Offer on pages 17
18 of the Offer to Purchase is hereby amended as follows:
there shall have been threatened, taken or pending any
action, suit or proceeding by any government or governmental authority or regulatory or administrative agency in any jurisdiction, or by any other Person in any jurisdiction, before any court or governmental authority or regulatory or administrative
agency in any jurisdiction (i) challenging or seeking to cease trade, make illegal, delay or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for payment of some or all of the Shares by the Company
or otherwise directly or indirectly relating in any manner to or affecting the Offer, or (ii) seeking material damages or that otherwise, in the sole judgment of the Company, acting reasonably, has or may have a material adverse effect on the
Shares, or the business, income, assets, liabilities, condition or position (financial or otherwise), properties, operations, results of operations or prospects of the Company and its subsidiaries taken as a whole;
(8) Condition (c) under the subheading 7. Certain Conditions of the Offer on page 18 of the Offer to Purchase is hereby
amended as follows:
there shall have occurred (i) any general suspension of trading in securities on any
securities exchange or in the over-the-counter market in Canada or the United States, (ii) the declaration of a banking moratorium or any suspension of payments in
respect of banks in Canada or the United States (whether or not mandatory), (iii) a natural disaster or the commencement of a war, armed hostilities, act of terrorism or other international or national calamity directly or indirectly involving
Canada or the United States, (iv) any limitation (whether or not mandatory) by any government or governmental authority or regulatory or administrative agency or any other event that, in the sole judgment of the Company, acting reasonably,
might affect the extension of credit by banks or other lending institutions, (v) a decrease in excess of 10% of the market price of the Shares on the TSX or the NYSE American since the close of business on May 2, 2022, (vi) any change
in the general political, market, economic or financial
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