UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16
or 15d-16
UNDER
the Securities Exchange Act of 1934
For
the month of October 2023
Commission
File No.: 001-40359
Uranium
Royalty Corp.
(Translation
of registrant’s name into English)
Suite
1830, 1188 West Georgia Street
Vancouver,
British Columbia, V6E 4A2, Canada
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☐
Form 40-F ☒
INCORPORATION
BY REFERENCE
Exhibits
99.1 through 99.3 contained in this Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form
F-10, as amended (Registration No. 333-272534) of the Company (including any prospectuses forming a part of such registration statements)
and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently
filed or furnished.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Uranium
Royalty Corp. |
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|
|
| Date:
February 6, 2024 |
By: |
/s/
Josephine Man |
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Name:
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Josephine
Man |
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Title:
|
Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit
99.1
UNDERWRITING
AGREEMENT
February
6, 2024
Uranium
Royalty Corp.
Suite
1830 – 1188 West Georgia Street
Vancouver,
British Columbia, V6E 4A2
| Attention: |
Scott
Melbye, President, Chief Executive Officer and Director |
Dear
Sirs:
Canaccord
Genuity Corp. (“Canaccord”), as the lead manager (the “Lead Underwriter”) and joint
bookrunner, together with BMO Nesbitt Burns Inc. as joint bookrunner, and H.C. Wainwright & Co., LLC (collectively, the
“Underwriters” and each individually an “Underwriter”) hereby severally, and not jointly, nor
jointly and severally, agree to purchase from Uranium Royalty Corp. (the “Company”) in the respective percentages
set forth in Section 22 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms
hereof, an aggregate of 6,724,600 common shares of the Company (the “Firm Shares”) on an underwritten basis at a
price of $3.40 per Firm Share (the “Offering Price”) for an aggregate purchase price of $22,863,640 (the
“Offering”).
Upon
and subject to the terms and conditions contained herein, the Company hereby grants to the Underwriters an option (the “Over-Allotment
Option”) to purchase, severally, and not jointly, nor jointly and severally, in the respective percentages set forth in
Section 22 hereof, up to an additional 1,008,690 common shares of the Company (the “Additional Shares”)
at a price of $3.40 per Additional Share for the purposes of covering over-allotments and for market stabilization purposes.
The Over-Allotment Option may be exercised in accordance with Section 16 hereof. The Firm Shares and the Additional Shares
are collectively referred to herein as the “Offered Shares”.
Subject
to applicable laws, after a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters
may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Offering Price
shall not affect the aggregate Offering Price less the Underwriting Fee payable to the Company.
The
Offering shall take place in the Qualifying Jurisdictions (as defined below) and in the United States (as defined below) and in
such jurisdictions outside Canada and the United States as determined appropriate by the Underwriters.
The
Underwriters understand that the Company has prepared and filed with each of the Canadian Securities Commissions (as hereinafter
defined) in each of Qualifying Jurisdictions (as hereinafter defined) the Canadian Base Shelf Prospectus (as defined herein) in
respect of the issuance from time to time, of common shares, preferred shares, or warrants to purchase other Shelf Securities (as
defined herein), subscription receipts to purchase other Shelf Securities, debentures, notes or other evidence of indebtedness
of any kind, nature or description, and units comprised of one or more of the other Shelf Securities or any other combination of
such securities (collectively, the “Shelf Securities”) in each case in accordance with Canadian Securities Laws
(as defined herein). The British Columbia Securities Commission (the “BCSC”) is the principal regulator
of the Company in respect of the Shelf Securities and the offering of the Offered Shares under the passport system procedures
provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process
for Prospectus Reviews in Multiple Jurisdictions and the BCSC has issued the Prospectus Receipt (as defined herein). The term
“Canadian Base Shelf Prospectus” means the final short form base shelf prospectus dated July 20, 2023 relating
to the Shelf Securities, at the time the BCSC issued the Prospectus Receipt with respect thereto in accordance with Canadian
Securities Laws (as defined herein), including the Shelf Procedures (as defined herein), and includes all Documents Incorporated
by Reference therein and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities
Laws. The Company has also prepared and filed a preliminary prospectus supplement relating to the Offering (as defined below), which
excluded certain Shelf Information, with the Canadian Securities Commissions, in accordance with the Shelf Procedures (including
the Documents Incorporated by Reference therein, the “Canadian Preliminary Prospectus Supplement”).
The
Underwriters also understand that the Company has prepared and filed with the U.S. Securities and Exchange Commission (the “SEC”)
pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the SEC (the “MJDS”), a registration
statement on Form F-10 (File No. 333-272534) covering the public offering and sale of the Shelf Securities, including the Offered
Shares, under the U.S. Securities Act (as hereinafter defined) (the Canadian Base Shelf Prospectus, together with any Documents
Incorporated by Reference therein, any supplements or amendments thereto and with such deletions therefrom and additions or changes
thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, in the form included in such
Form F-10, the “U.S. Base Prospectus”). The Canadian Base Shelf Prospectus and the U.S. Base Prospectus are hereinafter
collectively sometimes referred to as the “Base Prospectuses”. The Company has also prepared and filed with the
SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X (the “Form F-X”) in connection
with the initial filing of the Registration Statement (as defined herein). The Company has also prepared and filed with the SEC,
in accordance with General Instruction II.L of Form F-10, the Canadian Preliminary Prospectus Supplement, with such deletions
therefrom and additions or changes thereto, as are permitted or required by Form F-10 and the applicable rules and regulations of
the SEC (the “U.S. Preliminary Prospectus Supplement”).
In
addition, the Underwriters also understand that the Company will, as promptly as possible and in any event no later than 4:59 p.m.
(Eastern) on the date of this Agreement prepare and file, (i) with the Canadian Securities Commissions, in accordance with the Shelf
Procedures, a final prospectus supplement setting forth the Shelf Information (including any Documents Incorporated by Reference
therein and any supplements or amendments thereto, the “Canadian Prospectus Supplement”) in order to qualify
for distribution to the public the Offered Shares in all of the provinces and territories of Canada, other than Quebec (the “Qualifying
Jurisdictions”) through the Underwriters or any other investment dealer or broker registered to transact such business
in the applicable Qualifying Jurisdictions contracting with the Underwriters, and (ii) with the SEC, in accordance with General
Instruction II.L of Form F-10, the Canadian Prospectus Supplement, with such deletions therefrom and additions or changes thereto
as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (the “U.S. Prospectus Supplement”).
The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively referred to as the “Prospectus
Supplements”. The Canadian Preliminary Prospectus Supplement, together with the Canadian Base Shelf Prospectus, is
hereinafter called the “Canadian Preliminary Prospectus”. The information, if any, included in the Prospectus
Supplement that is permitted to be omitted from the Canadian Base Shelf Prospectus with respect to the Offering, is referred to
herein as the “Shelf Information”.
The
registration statement on Form F-10, including the U.S. Prospectus (as hereinafter defined), each as amended or supplemented, and
the exhibits thereto and the documents incorporated by reference therein, in the form in which it became effective, is herein called
the “Registration Statement”. The U.S. Preliminary Prospectus Supplement, together with the U.S. Final Base Shelf
Prospectus, is hereinafter called the “U.S. Preliminary Prospectus”. The U.S. Preliminary Prospectus and the
Canadian Preliminary Prospectus are hereinafter collectively referred to as the “Preliminary Prospectuses”. The
term “U.S. Prospectus” shall refer to the U.S. Base Prospectus as supplemented by the U.S. Prospectus Supplement,
including, in each case, the Documents Incorporated by Reference therein. Any reference to any amendment or supplement to the
Registration Statement, the U.S. Preliminary Prospectus or the U.S. Prospectus shall be deemed to refer to and include any documents
filed with the SEC after the effective date of the Registration Statement or the date of the U.S. Base Prospectus, as applicable,
and which are incorporated by reference in such Registration Statement, U.S. Preliminary Prospectus or the U.S. Prospectus
at any time on or prior to the Closing Date (as defined below) (the period from the date hereof through and including the Closing
Date, the “Offering Period”). The term “Canadian Prospectus” shall refer to the Canadian
Base Shelf Prospectus, as supplemented by the Canadian Prospectus Supplement, including for greater certainty, in each case, the
Documents Incorporated by Reference therein. The U.S. Prospectus and the Canadian Prospectus are hereinafter collectively sometimes
referred to as the “Prospectuses”.
Any
reference herein to any “amendment” or “supplement” to the Base Prospectuses or the Prospectuses shall be
deemed to refer to and include (i) the filing of any document with the Canadian Securities Commissions or the SEC after the date
of the Base Prospectuses or the Prospectuses, as the case may be, which is incorporated therein by reference or is otherwise deemed
to be a part thereof or included therein by the Canadian Securities Laws (as hereinafter defined) and the U.S. Securities Act, as
applicable, and (ii) any such document so filed.
The
U.S. Preliminary Prospectus, as supplemented by the Issuer Free Writing Prospectuses (as hereinafter defined), if any, and the information
listed in Schedule “B” hereto, taken together, are hereinafter referred to collectively as the “Pricing Disclosure
Package”. For purposes of this Agreement, the “Applicable Time” is 9:00 a.m. (Eastern) on the date
of this Agreement.
The
Company and the Underwriters agree that (i) any offers or sales of the Offered Shares in Canada will be conducted through the Underwriters,
or one or more affiliates of the Underwriters, duly registered in compliance with applicable Canadian Securities Laws; and (ii)
any offers or sales of the Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates
of the Underwriters, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws (as hereinafter defined),
federal and state broker-dealer laws and the requirements of Financial Industry Regulatory Authority, Inc. (“FINRA”).
In
consideration of the agreement on the part of the Underwriters to purchase the Offered Shares and in consideration of the services
rendered and to be rendered by the Underwriters hereunder, the Company agrees to pay to Canaccord, on behalf of the Underwriters,
at the Closing Time (as hereinafter defined), and at the Option Closing Time (as hereinafter defined), if any, a cash fee equal
to 5.5% of the aggregate gross proceeds of the Offering (the “Underwriting Fee”) (provided that if Uranium Energy
Corp. (“UEC”) participates in the Offering, the Underwriting Fee payable in respect of the Firm Shares or Additional
Shares purchased by UEC shall be equal 3.0% of the gross proceeds of the sale of such Firm Shares or Additional Shares), the payment
of such fee to be reflected by the Underwriters making payment of the gross proceeds of the sale of the Firm Shares or the Additional
Shares, as the case may be, to the Company, less the amount of the Underwriting Fee. Notwithstanding the foregoing, in consideration
for the work rendered by the Lead Underwriter as lead manager and sole bookrunner for the Offering, at the Closing Time, and
at the Option Closing Time, if any, the Company shall pay to Canaccord a “step-up fee” equal to 5.0% of the Underwriting
Fee (the “Step-up Fee”), and the remainder of the Underwriting Fee shall be payable to the Underwriters in accordance
with the respective percentages set out opposite their names in Section 22(1). For greater certainty, the Step-up Fee is payable
by the Company as part of and not in addition to the Underwriting Fee.
This
Agreement shall be subject to the following terms and conditions:
TERMS
AND CONDITIONS
Where
used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:
“Additional
Shares” has the meaning given to it in the second paragraph of this Agreement;
“affiliate”
has the meaning given to it in the Business Corporations Act (British Columbia);
“Agreement”
means the agreement resulting from the acceptance by the Company of the offer made by the Underwriters by this underwriting agreement;
“Applicable
Laws” means, in relation to any person or persons, the Applicable Securities Laws and all other statutes, regulations,
rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or
licence, or any judgment, order, decision, ruling, award, policy or guidance document, of any Governmental Authority that are
applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental
Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;
“Applicable
Securities Laws” means the Canadian Securities Laws and the U.S. Securities Laws;
“Applicable
Time” has the meaning given to it in the tenth paragraph of this Agreement;
“Base
Prospectus” has the meaning given to it in the sixth paragraph of this Agreement;
“BCSC”
has the meaning given to it in the fifth paragraph of this Agreement;
“Business
Day” means any day, other than a Saturday or Sunday, on which banks are open for business in Vancouver, British Columbia;
“Canadian
Base Shelf Prospectus” has the meaning given to it in the fifth paragraph of this Agreement;
“Canadian
Offering Documents” means the Canadian Prospectus and the Canadian Preliminary Prospectus Supplement, including the Documents
Incorporated by Reference and any Marketing Documents;
“Canadian
Preliminary Prospectus” has the meaning given to it in the seventh paragraph of this Agreement;
“Canadian
Preliminary Prospectus Supplement” has the meaning given to it in the fifth paragraph of this Agreement;
“Canadian
Prospectus” has the meaning given to it in the eighth paragraph of this Agreement;
“Canadian
Prospectus Supplement” has the meaning given to it in the seventh paragraph of this Agreement;
“Canadian
Securities Commissions” means the securities regulatory authorities in each of the Qualifying Jurisdictions;
“Canadian
Securities Laws” means all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules
and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments,
notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;
“CDS”
means the CDS Clearing and Depository Services Inc.;
“CFPOA”
has the meaning given to it in Section 7(50);
“Claims”
has the meaning given to it in Section 9(1);
“Closing
Date” has the meaning given to it in Section 14;
“Closing
Time” has the meaning given to it in Section 14;
“Common
Shares” means the common shares in the capital of the Company;
“Company”
means Uranium Royalty Corp.;
“Consents”
has the meaning given to it in Section 7(11);
“controlled”,
“distribution”, “material change”, “material fact” and “misrepresentation”
have the respective meanings given to them in the Securities Act (British Columbia), except where otherwise specified in this
Agreement;
“Defaulting
Underwriter” has the meaning given to it in Section 22(2);
“Documents
Incorporated by Reference” means all interim and annual financial statements, management’s discussion and analysis,
business acquisition reports, management information circulars, annual information forms, material change reports, Marketing
Documents and other documents that are or are required by Applicable Securities Laws to be incorporated by reference into the Offering
Documents, as applicable, each to the extent not superseded or modified by any other subsequently filed document that also
is, or is deemed to be, incorporated by reference into the Prospectuses, including by section 3.2 of NI 44-101;
“Effective
Time” means the time the Registration Statement is declared or becomes effective;
“Employee
Plans” has the meaning given to it in Section 7(36);
“Encumbrance”
means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest;
“Environmental
Laws” has the meaning given to it in Section 7(37);
“FCPA”
has the meaning given to it in Section 7(50);
“FINRA”
has the meaning given to it in the eleventh paragraph of this Agreement;
“Firm
Shares” has the meaning given to it in the first paragraph of this Agreement;
“Form
F-X” has the meaning given to it in the sixth paragraph of this Agreement;
“Governmental
Authority” means and includes, without limitation, any national, federal, provincial, state or municipal government or
other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital
ownership or otherwise) by any of the foregoing;
“IFRS”
means the International Financial Reporting Standards as issued by the International Accounting Standards Board;
“Indemnified
Party” has the meaning given to it in Section 9(1);
“Indemnitor”
has the meaning given to it in Section 9(1);
“Investment
Company Act” means the United States Investment Company Act of 1940, as amended;
“Issuer
Free Writing Prospectus” means an “issuer free writing prospectus” as defined in Rule 433 under the U.S. Securities
Act relating to the Offered Shares that (i) is required to be filed with the SEC by the Company, (ii) is a “road show that
is a written communication” within the meaning of Rule 433(d)(8)(i) under the U.S. Securities Act whether or not required
to be filed with the SEC or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) under the U.S. Securities Act because it contains
a description of the Offered Shares or of the Offering that does not reflect the final terms, in each case in the form filed or
required to be filed with the SEC or, if not required to be filed, in the form retained in the Company’s records pursuant
to Rule 433(g) under the U.S. Securities Act, in each case that has not been superseded or modified by subsequent filings, communications
or disclosures;
“IT
Systems and Data” has the meaning given to it in Section 7(51);
“Lead
Underwriter” has the meaning given to it in the first paragraph of this Agreement;
“Losses”
has the meaning given to it in Section 9(1);
“Marketing
Documents” means the term sheet dated February 2, 2024 relating to the Offering and any other marketing materials approved
in accordance with Section 3(2);
“marketing
materials” has the meaning given to it in NI 41-101;
“Material Adverse Effect” means any event, fact,
circumstance, development, change occurrence or state of affairs (i) that is materially adverse to the business, assets (including
intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise)
or results of operations of the Company or (ii) that would result in any of the Pricing Disclosure Package or the Prospectuses
containing a misrepresentation within the meaning of Applicable Securities Laws;
“Material
Agreements” mean any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other
document to which the Company is a party or by which the Company or a material portion of the assets thereof are bound which is
material to the Company (on a consolidated basis);
“Material
Royalties” has the meaning given to it in Section 7(27);
“Material
Subsidiary” means the Subsidiary listed on Schedule “C” hereto;
“MJDS”
has the meaning given to it in the sixth paragraph of this Agreement;
“Money
Laundering Laws” has the meaning given to it in Section 7(48);
“Nasdaq”
means the Nasdaq Capital Market;
“NI
43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;
“NI
44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;
“NI
44-102” means National Instrument 44-102 – Shelf Distributions;
“NI
51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;
“NI
52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;
“Offered
Shares” has the meaning given to it in the second paragraph of this Agreement;
“Offering”
has the meaning given to it in the first paragraph of this Agreement;
“Offering
Documents” means the Canadian Offering Documents and the U.S. Offering Documents;
“Offering
Jurisdictions” means the United States and the Qualifying Jurisdictions;
“Offering
Period” has the meaning given to it in the eighth paragraph of this Agreement;
“Offering
Price” has the meaning given to it in the first paragraph of this Agreement;
“Operator”
or the “Operators” has the meaning given to it in Section 7(29)(a);
“Option
Closing Date” has the meaning given to it in Section 16(1);
“Option
Closing Time” has the meaning given to it in Section 16(1);
“Over-Allotment
Option” has the meaning given to it in the second paragraph of this Agreement;
“Personnel”
has the meaning given to it in Section 9(1);
“Preliminary
Prospectuses” has the meaning given to it in the eighth paragraph of this Agreement;
“Pricing
Disclosure Package” has the meaning given to it in the tenth paragraph of this Agreement;
“Prospectuses”
has the meaning given to it in the eighth paragraph of this Agreement; “Prospectus Amendment” means any amendment to
the Prospectuses;
“Prospectus
Receipt” means the receipt issued by the BCSC and the Ontario Securities Commission dated July 20, 2023, which is deemed
to also be a receipt of the other Canadian Securities Commissions pursuant to Multilateral Instrument 11-102 — Passport
System and National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions, for the Canadian
Base Shelf Prospectus and any Prospectus Amendment, as the case may be;
“Prospectus
Supplements” has the meaning given to it in the seventh paragraph of this Agreement;
“Public
Record” has the meaning given to it in Section 7(26);
“Purchasers”
means, collectively, each of the purchasers of the Offered Shares arranged by the Underwriters pursuant to the Offering;
“Qualifying
Jurisdictions” has the meaning given to it in the seventh paragraph of this Agreement;
“Registration
Statement” has the meaning given to it in the eighth paragraph of this Agreement;
“Royalty
Agreements” has the meaning given to it in Section 7(30);
“Royalty
Portfolio” has the meaning given to it in Section 7(28);
“Sanctioned
Country” has the meaning given to it in Section 7(49);
“Sanctions”
has the meaning given to it in Section 7(49);
“SEC”
has the meaning given to it in the sixth paragraph of this Agreement;
“SEDAR+”
means the System for Electronic Document Analysis and Retrieval +;
“Selling
Firm” has the meaning given to it in Section 2(1);
“Shelf
Information” has the meaning given to it in the seventh paragraph of this Agreement;
“Shelf
Procedures” means NI 44-101 and NI 44-102;
“Shelf
Securities” has the meaning given to it in the fifth paragraph of this Agreement;
“Step-up
Fee” has the meaning given to it in the tenth paragraph of this Agreement;
“Stock
Plan” means any stock option plan of the Company;
“Subsidiary”
has the meaning ascribed thereto in the Canadian Securities Laws of the Province of British Columbia;
“Supplementary
Material” means, collectively, any amendment to the Offering Documents and any amendment or supplemental prospectus or
ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the Offering
and/or the distribution of the Offered Shares;
“Tax
Act” means the Income Tax Act (Canada) and the regulations thereunder, both as amended from time to time and any
proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this
Agreement;
“Taxes”
has the meaning given to it in Section 7(39);
“template
version” has the meaning ascribed to such term in NI 41-101 and includes any revised template version of marketing materials
as contemplated by NI 41-101;
“TMX
Group” means TMX Group Limited;
“TSX”
means the Toronto Stock Exchange;
“UEC”
has the meaning given to it in the twelfth paragraph of this Agreement;
“Underwriters”
has the meaning given to it in the first paragraph of this Agreement;
“Underwriters’
Expenses” has the meaning given to it in Section 17;
“Underwriting
Fee” has the meaning given to it in the twelfth paragraph of this Agreement;
“United
States” means the United States of America, its territories and possessions, any State of the United States and the District
of Columbia;
“U.S.
Affiliate” of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter;
“U.S.
Base Prospectus” has the meaning given to it in the sixth paragraph of this Agreement;
“U.S.
Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder;
“U.S.
Offering Documents” means the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus and the Pricing
Disclosure Package;
“U.S.
Preliminary Prospectus” has the meaning given to it in the eighth paragraph of this Agreement;
“U.S.
Preliminary Prospectus Supplement” has the meaning given to it in the sixth paragraph of this Agreement;
“U.S.
Prospectus” has the meaning given to it in the eighth paragraph of this Agreement;
“U.S.
Prospectus Supplement” has the meaning given to it in the seventh paragraph of this Agreement;
“U.S.
Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder; and
“U.S.
Securities Laws” means all applicable securities legislation in the United States, including, without limitation, the
U.S. Securities Act, the U.S. Exchange Act, and any applicable state securities laws.
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(2) |
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Canadian Prospectus. |
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(3) |
Any
reference in this Agreement to a Section or Subsection shall refer to a section or subsection of this Agreement. |
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(4) |
All
words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred
to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun. |
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(5) |
Any
reference in this Agreement to “$” or to “dollars” shall refer to the lawful currency of the United
States of America, unless otherwise specified. |
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(6) |
The
following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by
reference herein: |
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Schedule
“A” |
— |
Form
of Opinion to be Provided by the Company’s Canadian Counsel |
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Schedule
“B” |
— |
Pricing
Terms Included in the Pricing Disclosure Package |
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Schedule
“C” |
— |
Material
Subsidiary |
| Section
2 |
Distribution
of the Offered Shares |
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(1) |
Each
Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a “Selling Firm”)
as its agents in the Offering and each such Underwriter may determine the remuneration payable to such Selling Firm at no additional
cost to the Company. The Underwriters will offer the Offered Shares, directly and through Selling Firms or any duly registered
affiliate of an Underwriter, in the Offering Jurisdictions for sale to the public only in accordance with Applicable Securities
Laws and in any jurisdiction outside of the Offering Jurisdictions (subject to Section 6 hereof) to purchasers permitted
to purchase the Offered Shares only in accordance with Applicable Securities Laws and applicable securities laws in such
jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. Each Underwriter
shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally
responsible for the compliance by such Selling Firm with the provisions of this Agreement. The Underwriters shall not, directly
or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Documents so as to require registration
of the Offered Shares or filing of a prospectus or registration statement with respect to the Offered Shares or compliance
by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations)
under the laws of any jurisdiction other than the Offering Jurisdictions. |
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(2) |
For
purposes of this Section 2, the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution
in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Canadian Prospectus,
unless otherwise notified in writing by the Company. |
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(3) |
Canaccord
shall promptly notify the Company when, in its opinion, the distribution of the Offered Shares has ceased and will provide to
the Company, as soon as practicable thereafter but in any event within 30 days after completion of the distribution, a
breakdown of the number of Offered Shares distributed in each of the Offering Jurisdictions where such breakdown is required
for the purpose of calculating fees payable to the Canadian Securities Commissions and, as applicable, in the United States. |
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(4) |
The
Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect
to the Company or its securities, other than as set forth in the Offering Documents or in any Issuer Free Writing Prospectus. |
| |
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|
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(5) |
Notwithstanding
the foregoing provisions of this Section 2, no Underwriter will be liable to the Company under this Section 2 with respect to
a default by another Underwriter or another Underwriter’s duly registered broker-dealer affiliate in the United States
or any Selling Firm, as the case may be. |
| Section
3 |
Preparation
of Prospectus Supplements; Marketing Materials; Due Diligence |
| |
(1) |
During
the period of the distribution of the Offered Shares, the Company shall co-operate in all respects with the Underwriters to
allow and assist the Underwriters to participate fully in the preparation of, and allow the Underwriters to approve (acting
reasonably) the form and content of, the Offering Documents and any Issuer Free Writing Prospectus and the Company shall allow
the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require
to fulfil the Underwriters’ obligations under Applicable Securities Laws as underwriters and, in the case of the Canadian
Prospectus Supplement and the Supplementary Material, to enable the Underwriters responsibly to execute any certificate
required to be executed by the Underwriters. |
| |
|
|
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(2) |
Without
limiting the generality of clause (1) above, during the distribution of the Offered Shares: |
| (a) | the
Company shall prepare, in consultation with Canaccord, and shall approve in writing,
prior to the time that any such marketing materials are provided to potential Purchasers,
a template version of any marketing materials reasonably requested to be provided by
the Underwriters to any such potential Purchasers, and such marketing materials shall
comply with Applicable Securities Laws and shall be acceptable in form and substance
to the Underwriters and their counsel, acting reasonably; |
| (b) | Canaccord
shall, on behalf of the Underwriters, approve a template version of any such marketing
materials in writing prior to the time that such marketing materials are provided to
potential Purchasers; |
| (c) | the
Company shall file a template version of any such marketing materials on SEDAR+ as soon
as reasonably practical after such marketing materials are so approved in writing by
the Company and Canaccord and in any event on or before the day the marketing materials
are first provided to any potential Purchaser, and any comparables shall be removed
from the template version in accordance with NI 44-101 prior to filing such on SEDAR+
(provided that if any such comparables are removed, the Company shall deliver a complete
template version of any such marketing materials to the BCSC), and the Company shall
provide a copy of such filed template version to the Underwriters as soon as practicable
following such filing; and |
| (d) | following
the approvals and filings set forth in Section 3(2)(a) to (c) above, the Underwriters
may provide a limited use version of such marketing materials to potential Purchasers
in accordance with Applicable Securities Laws. |
| |
(3) |
The
Company and each Underwriter, on a several basis, covenants and agrees not to provide any potential Purchaser with any marketing
materials except for marketing materials which have been approved as contemplated in Section 3(2). |
| Section
4 |
Material Changes |
| (1) | During
the period from the date of this Agreement to the completion of the distribution of the Offered
Shares, the Company covenants and agrees with the Underwriters that they shall promptly
notify the Underwriters in writing of: |
| (a) | any
material change (actual, anticipated, contemplated or threatened) in or relating to
the business, affairs, operations, assets, liabilities (contingent or otherwise), capital
or ownership of the Company; |
| (b) | any
material fact which has arisen or been discovered and would have been required to have
been stated in any of the Offering Documents or any Issuer Free Writing Prospectus had
the fact arisen or been discovered on or prior to the date of such document; |
| (c) | any
change in any material fact (which for purposes of this Agreement shall be deemed to
include the disclosure of any previously undisclosed material fact) contained in the
Canadian Offering Documents, as they exist immediately prior to such change, which fact
or change is, or may reasonably be expected to be, of such a nature as to render any
statement in such Canadian Offering Documents, as they exist taken together in their
entirety immediately prior to such change, misleading or untrue in any material respect
or which would result in the Canadian Offering Documents, as they exist immediately
prior to such change, containing a misrepresentation or which would result in the Canadian
Offering Documents, as they exist immediately prior to such change, not complying
with the laws of any Qualifying Jurisdiction in which the Offered Shares are to be offered
for sale or which change would reasonably be expected to have a significant effect on
the market price or value of any securities of the Company; or |
| (d) | the
occurrence of any event as a result of which (i) the Registration Statement, as amended
immediately prior to such occurrence, would include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or (ii) the U.S. Preliminary Prospectus,
the U.S. Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus,
in each case as then amended or supplemented (in the case of the Pricing Disclosure
Package, as of the Applicable Time), would include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances in which they are
made, not misleading. |
| (2) | The
Company shall promptly comply with all applicable filing and other requirements under
Applicable Securities Laws whether as a result of such change, material fact or otherwise;
provided that the Company shall not file any Supplementary Material or other document
without first providing the Underwriters with a copy of such Supplementary Material
or other document and consulting with the Underwriters with respect to the form and
content thereof. |
| (3) | If
during the distribution of the Offered Shares there is any change in any Applicable Securities
Laws, which results in a requirement to file a Prospectus Amendment, the Company shall
make any such filing under Applicable Securities Laws as soon as possible. |
| (4) | The
Company shall in good faith discuss with the Underwriters any fact or change in circumstances
(actual, anticipated, contemplated or threatened, financial or otherwise) which is of
such a nature that there is reasonable doubt whether written notice need be given under
this Section 4. |
| Section 5 |
Deliveries to the Underwriters |
| (1) | The
Company shall deliver or cause to be delivered to the Underwriters, forthwith: |
| (a) | (i)
copies of the Base Prospectus as filed with the Canadian Securities Commissions and
copies of all documents or information incorporated by reference therein which are not
filed and available on SEDAR+ or have not previously been delivered to the Underwriters;
and (ii) prior to or contemporaneously with the filing of the Canadian Prospectus Supplement
with the Canadian Securities Commissions: (A) copies of the Canadian Prospectus Supplement
signed as required by the Canadian Securities Laws; and (B) copies of the U.S. Prospectus
Supplement filed with the SEC; |
| (b) | copies
of the Registration Statement, signed as required by the U.S. Securities Act and any
documents included as exhibits to any such registration statement; |
| (c) | copies
of any Prospectus Amendment required to be filed under Section 4 hereof duly signed
as required by the laws of all of the Qualifying Jurisdictions; |
| (d) | any
amendments or supplements to the Registration Statement or the U.S. Prospectus required
to be filed under Section 4 hereof, signed as required by the U.S. Securities Act and
any documents included as exhibits to the Registration Statement; and |
| (e) | provided,
that with respect to (i) clauses (a) and (c) of this Section 5(1) if the documents are
publicly available on SEDAR+, they shall be deemed to have been delivered to the Underwriters
as required by this Section 5(1); and (ii) clauses (b) and (d) of this Section 5(1),
if the documents are available on the SEC’s Electronic Data Gathering, Analysis,
and Retrieval system, they shall be deemed to have been delivered to the Underwriters as
required by this Section 5(1). |
| (2) | The
Company shall as soon as practicable cause to be delivered to the Underwriters in such
cities in the Offering Jurisdictions as they may reasonably request, without charge,
such numbers of commercial copies of the Prospectuses and any Marketing Documents, excluding
in each case the Documents Incorporated by Reference, as the Underwriters shall reasonably
require. The Company shall similarly cause to be delivered to the Underwriters commercial
copies of any Supplementary Material, excluding in each case the Documents Incorporated
by Reference. The Company agrees that such deliveries with respect to the Prospectuses,
any Marketing Documents and any Supplementary Material shall be effected as soon as
possible and, in any event, in Vancouver and Toronto by 12:00 pm (Toronto time)
on the Business Day following filing of the Prospectuses or Prospectus Amendment, as
the case may be, and in all other cities by 12:00 pm (Toronto time) on the second Business
Day following filing of the Prospectuses or Prospectus Amendment, as the case may be,
provided that the Underwriters have given the Company written instructions as to the
number of copies required and the places to which such copies are to be delivered not
less than 24 hours prior to the time requested for delivery. Such delivery shall also
confirm that the Company consents to the use by the Underwriters and Selling Firms
of the Offering Documents in connection with the distribution of the Offered Shares
in compliance with the provisions of this Agreement. |
| (3) | By
the act of having delivered the Offering Documents to the Underwriters, (or in the case
of the Pricing Disclosure Package, having conveyed such information to prospective investors),
the Company shall have represented and warranted to the Underwriters that all information
and statements (except information and statements relating solely to the Underwriters
and expressly provided by them in writing solely for inclusion therein) contained in
such documents, at the respective dates of initial delivery thereof (or as of the Applicable
Time in the case of the Pricing Disclosure Package), comply with the Applicable Securities
Laws and are true and correct in all material respects, and that such documents, at
such dates, contain no misrepresentation or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and constitute full, true and plain disclosure
of all material facts relating to the Company and the Offering as required by the Applicable
Securities Laws. |
| (4) | The
Company shall also deliver or cause to be delivered to the Underwriters, concurrently
with the execution of this Agreement, a “long form” comfort letter from
PricewaterhouseCoopers LLP, in form and substance satisfactory to the Underwriters,
acting reasonably, addressed to the Underwriters and the directors of the Company, with
respect to certain financial and accounting information relating to the Company and
affiliates contained in the Offering Documents, which letter shall be in addition to
the auditors’ reports incorporated by reference in the Prospectuses. |
| (5) | On
or prior to the time of filing of the Prospectus Supplement, if requested by the Underwriters
or their counsel, the Company shall deliver or cause to be delivered to each of the Underwriters
a copy of the letter from the Company’s legal counsel to the TSX requesting
conditional approval of the listing of the Offered Shares and a copy of the Company’s
supplementary listing application to the Nasdaq seeking the approval of the listing of the
Offered Shares. |
| Section
6 |
Regulatory Approvals |
The
Company will make all necessary filings, use its best efforts to obtain all necessary consents and approvals (if any) and pay all
filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Company will use its best
efforts to qualify the Offered Shares for offering and sale under the Applicable Securities Laws of the Offering Jurisdictions
and in such other jurisdictions as the Underwriters may designate and maintain such qualifications in effect for so long as required
for the distribution of the Offered Shares; provided, however, that (i) the Company shall not be obligated to make any material
filing, file any prospectus, registration statement or similar document, consent to service of process, or qualify as a foreign
corporation or as a dealer in securities in any of such other jurisdictions, or subject itself to taxation in respect of doing business
in any of such other jurisdictions in which they are not otherwise so subject, or become subject to any periodic reporting or continuous
disclosure obligations in such other jurisdictions that they are not then subject to in such jurisdiction, and (ii) the Underwriters
and the Selling Firms shall comply with the applicable laws in any such designated jurisdiction in making offers and sales of Offered
Shares therein.
| Section
7 |
Representations and Warranties
of the Company |
The
Company represents and warrants to each of the Underwriters and acknowledges that the Underwriters are relying on such representations
and warranties in entering into this Agreement. The representations and warranties of the Company contained in this Agreement shall
be true as of the date hereof, the Closing Time and Option Closing Time, if applicable.
| (1) | Canadian
Offering Documents. The Canadian Base Shelf Prospectus complied, as of the time
of filing thereof, and all other Canadian Offering Documents as of the time of filing
thereof have complied or will comply, as applicable, in all material respects with the
applicable requirements of Canadian Securities Laws; the Canadian Base Shelf Prospectus,
as of the time of filing thereof, did not, and all other Canadian Offering Documents,
as of the time of filing thereof and as of the Closing Time and the Option Closing Time,
as the case may be, have not or will not, as applicable, contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading; and the Canadian Base Shelf Prospectus, as of
the time of filing thereof, constituted, and the Canadian Offering Documents, as of
the time of filing thereof and as of the Closing Time and the Option Closing Time, as
the case may be, have constituted or will constitute, as applicable, full, true and
plain disclosure of all material facts relating to the Offered Shares and to the Company;
provided, however, that this representation and warranty shall not apply to any information
contained in or omitted from any Canadian Offering Document in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of any
Underwriter specifically for use therein. |
| (2) | U.S.
Offering Documents. As of the applicable effective date of the Registration Statement
and any post-effective amendment thereto, the Registration Statement and any such post-effective
amendment thereto have complied or will comply, as applicable, in all material respects
with the U.S. Securities Act and the applicable rules and regulations of the SEC, and
did not or will not, as applicable, contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein not misleading; the U.S. Prospectus, as of the time of
filing thereof, will comply, in all material respects with the applicable requirements
of U.S. Securities Laws and the U.S. Prospectus, as of the time of filing thereof and
as of the Closing Date and the Option Closing Date, as the case may be, will not, contain
any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; and the Pricing Disclosure
Package, as of the Applicable Time, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply
to any information contained in or omitted from any U.S. Offering Document in reliance
upon and in conformity with information furnished in writing to the Company by or on
behalf of any Underwriter specifically for use therein. |
| (3) | Issuer
Free Writing Prospectus. Each Issuer Free Writing Prospectus, if any, as of its issue
date and at all subsequent times through the completion of the Offering of the Offered
Shares or until any earlier date that the Company notified or notifies the Underwriters
as described in Section 11(1)(b), did not, does not and will not include any material
information that conflicted, conflicts or will conflict with the information contained
in the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus
or the U.S. Prospectus, in each case including any Document Incorporated by Reference
therein and any prospectus supplement deemed to be a part thereof that has not been
superseded or modified, or includes an untrue statement of a material fact or omitted
or would omit to state a material fact required to be stated therein or necessary in
order to make the statements therein the light of the circumstances under which they
were made, not misleading. The foregoing sentence does not apply to statements in or
omissions from any Issuer Free Writing Prospectus in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of the Underwriters
specifically for inclusion therein. |
| (4) | Capitalization
and Listing. As of the date of this Agreement, the Company has an authorized
and outstanding capitalization as set forth in the sections of the Registration Statement,
the Prospectuses and the Pricing Disclosure Package entitled “Consolidated Capitalization”;
all of the issued and outstanding share capital of the Company, being the Common Shares,
have been duly authorized and validly issued and are fully paid and non-assessable,
have been issued in compliance with all applicable Canadian, U.S. and other securities
laws and were not issued in violation of any pre-emptive right, resale right, right
of first refusal or similar right; the Common Shares are duly listed, and admitted and
authorized for trading, on the Nasdaq and the TSX. |
| (5) | Due
Incorporation. The Company has been duly incorporated and is validly existing under
the laws of its jurisdiction of incorporation and has all requisite corporate power
and authority to own, lease and operate its properties and conduct its business as is
or will be described in the Registration Statement, the Prospectuses and the Pricing
Disclosure Package. |
| (6) | Due
Qualification. The Company is duly qualified to do business and is in good standing
in each jurisdiction in which the character or location of its assets (including any
royalty or other interest) or the nature or conduct of its business makes such qualification
necessary, except for those failures to be so qualified or in good standing which (individually
or in the aggregate) would not reasonably be expected to have a Material Adverse Effect
or limit the ability of the Company to consummate the transactions contemplated by this
Agreement. |
| (7) | Material
Subsidiary. The Material Subsidiary is the only Subsidiary that is a “significant
subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X under
the U.S. Securities Act or are otherwise material to the Company; the Material Subsidiary
is not currently prohibited, directly or indirectly, from paying any dividends to the
Company, in accordance with Applicable Laws, from making any other distribution on the
Material Subsidiary’s capital stock or similar ownership interest, from repaying
to the Company any loans or advances to the Material Subsidiary from the Company or
from transferring any of the Material Subsidiary’s property or assets to the Company
or any other Subsidiary of the Company; all of the issued share capital of or other
ownership interests in the Material Subsidiary has been duly and validly authorized
and issued and are fully paid and non-assessable shares or other ownership interests
in the capital of the Material Subsidiary and, except as otherwise set forth in the
Registration Statement, the Prospectuses and the Pricing Disclosure Package, are
owned directly or indirectly by the Company free and clear of any Encumbrance; the Material
Subsidiary has been duly organized and validly exists in good standing under the laws
of the jurisdiction of its organization, with full corporate power and authority to
own, lease and operate its properties and assets and to conduct its business; the Material
Subsidiary is duly qualified to do business and is in good standing in each jurisdiction
in which the character or location of its assets (including any royalty or other interest)
or the nature or conduct of its business makes such qualification necessary, except
for those failures to be so qualified or in good standing which (individually or in
the aggregate) would not reasonably be expected to have a Material Adverse Effect. |
| (8) | Agreement
Duly Authorized and No Breach of Obligations or Charter. The Company has full
corporate power and authority to enter into this Agreement. This Agreement has been
duly authorized, executed and delivered by the Company and this Agreement constitutes
a valid and binding agreement of the Company enforceable against the Company in accordance
with the terms hereof except as the enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally or general equitable principles. The execution and
delivery by the Company of this Agreement and the performance of this Agreement, the
consummation of the transactions contemplated hereby, and the application of the
net proceeds from the offering and sale of the Offered Shares to be sold by the Company
in the manner set forth in the Prospectuses under “Use of Proceeds” do not
and will not (i) violate the organizational documents of the Company or any Material
Subsidiary of the Company, (ii) result in the creation or imposition of any Encumbrance
upon any of the assets of the Company or the Material Subsidiary of the Company pursuant
to any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument,
franchise, license or permit to which the Company or the Material Subsidiary is a party
or by which the Company or the Material Subsidiary or their respective operations or
assets may be bound, (iii) result in a breach or violation of any of the terms
or provisions of, or constitute a default under, or give any other party a right to
terminate any of its obligations under, or result in the acceleration of any obligation
under, any Material Agreement to which the Company or the Material Subsidiary is a party
or by which the Company or the Material Subsidiary or any of its assets is bound or
affected, or (iv) violate or conflict with any judgment, ruling, decree, order, statute,
rule or regulation of any court or other governmental agency or body applicable to the
business or properties of the Company or the Material Subsidiary, except in the case of clauses
(ii) or (iv) as would not singly or in the aggregate, reasonably be expected to result
in a Material Adverse Effect. This Agreement conforms in all material respects to the
description thereof required to be contained in the Registration Statement, the Prospectuses
and the Pricing Disclosure Package. |
| (9) | The
Offered Shares. When issued in accordance with this Agreement and pursuant to the
effective Prospectuses, and upon receipt of payment for the Offered Shares, the Offered
Shares will have been duly and validly created and issued as fully paid and non-assessable
shares in the capital of the Company. |
| (10) | Compliance
with Applicable Laws; No Defaults. Neither the Company nor the Material Subsidiary
is in (i) violation of its certificate or articles of incorporation, by-laws, certificate
of formation, limited liability company agreement, partnership agreement or other organizational
documents, (ii) default under, and no event has occurred which, with notice or lapse
of time or both, would constitute a default under or result in the creation or imposition
of any Encumbrance upon any assets of the Company or the Material Subsidiary pursuant
to, any Material Agreement to which it is a party or by which it is bound or to which
any of its assets is subject, or (iii) violation in any material respect, of any statute,
law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial,
regulatory or other legal or governmental agency or body applicable to the Company
or the Material Subsidiary, except in any such case for violations or defaults that
would not (individually or in the aggregate) reasonably be expected to have a Material
Adverse Effect. |
| (11) | No
Consents Required. No consent, approval, authorization, order, registration, qualification,
license, filing and permit of, with and from any Governmental Authority (collectively,
“Consents”) is required in connection with the distribution of the
Offered Shares or the consummation of the transactions as contemplated by this Agreement,
other than (i) as may be required under the Applicable Securities Laws or blue sky laws
of the various jurisdictions in which the Offered Shares are being offered, (ii) as
have been obtained and are in full force and effect, and (iii) as may be required under
the rules of the Nasdaq and the TSX on or before the Closing Time and, if applicable,
the Option Closing Time. |
| (12) | Due
Authorization. The Company has the necessary corporate power and authority to execute
and deliver the Registration Statement, the Prospectuses and the Pricing Disclosure
Package and, if applicable, will have the necessary corporate power and authority to
execute and deliver any amendment to the Registration Statement or Prospectuses prior
to the filing thereof, and all necessary corporate action has been taken by the Company
to authorize the execution and delivery by it of the Registration Statement, the Prospectuses
and the Pricing Disclosure Package and the filing thereof, as the case may be, in each
of the Qualifying Jurisdictions under Canadian Securities Laws or with the SEC under
the U.S. Securities Act, as applicable. |
| (13) | No
Pre-emptive or Registration Rights. Except as described in the Registration Statement,
the Prospectuses and the Pricing Disclosure Package, including the Documents Incorporated
by Reference in each of the foregoing, the Company has no outstanding warrants, options to
purchase, or any pre-emptive rights or other rights to subscribe for or to purchase,
or any contracts or commitments to issue or sell any Common Shares or other security
of the Company or any security convertible into, or exercisable or exchangeable for,
Common Shares or any other security of the Company; no person has any rights to require
registration or qualification under the U.S. Securities Act or the Canadian Securities
Laws of any security in connection with the offer and sale of the Offered Shares contemplated
hereby, and any such rights so disclosed have either been fully complied with by the
Company or effectively waived by the holders thereof. |
| (14) | No
Voting Agreements. The Company and the Material Subsidiary are not party to any
agreement which in any manner affects or will affect the voting or control of any of
the securities of the Company or the Material Subsidiary. |
| (15) | All
Requisite Consents. Each of the Company and the Material Subsidiary has all
requisite material Consents to own, lease and operate its assets and conduct its business
as it is now being conducted in all material respects, in each case as disclosed in the Registration
Statement, the Prospectuses and the Pricing Disclosure Package, and each such Consent is
valid and in full force and effect in all material respects, except in each case as would
not reasonably be expected to have a Material Adverse Effect; neither the Company nor any
Material Subsidiary has received written notice of any investigation or proceedings which,
if decided adversely to the Company or any such Material Subsidiary, would reasonably be
expected to result in, the revocation of, or imposition of a materially burdensome restriction
on, any such material Consent. |
| (16) | Legal
Proceedings. Except as disclosed in the Registration Statement, the Prospectuses
and the Pricing Disclosure Package, there is no judicial, regulatory, arbitral or other
legal or governmental proceeding or other litigation or arbitration pending to which the
Company or the Material Subsidiary is a party or of which any operations or assets of
the Company or the Material Subsidiary is the subject which, individually or in the
aggregate, if determined adversely to the Company or the Material Subsidiary, would
reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge,
no such proceeding, litigation or arbitration is threatened or contemplated and the
defense of all such proceedings, litigation and arbitration against or involving the
Company or the Material Subsidiary would not reasonably be expected to have a Material
Adverse Effect. |
| (17) | Independent
Accountant. PricewaterhouseCoopers LLP, which has audited the annual consolidated
financial statements of the Company that are included or incorporated by reference in
the Registration Statement, the Prospectuses and the Pricing Disclosure Package, and
whose reports appear or are incorporated by reference in the Registration Statement,
the Prospectuses and the Pricing Disclosure Package, are independent with respect to
the Company as required by Canadian Securities Laws and are independent registered public
accountants as required by the U.S. Securities Act, the U.S. Exchange Act and by the
rules of the Public Company Accounting Oversight Board. |
| (18) | No
Reportable Event. There has not been any reportable event within the meaning of NI
51-102 between the Company and its current auditors. |
| (19) | Financial
Statements. The consolidated financial statements of the Company, including the
notes thereto, included or incorporated by reference in the Registration Statement,
the Prospectuses and the Pricing Disclosure Package present fairly, in all material
respects, the financial position as of the dates indicated and the cash flows and results
of operations for the periods specified of the Company and its Subsidiaries, on a
consolidated basis; said consolidated financial statements have been prepared
in conformity with IFRS, including, in respect of interim financial statements, those
portions of IFRS applicable to the preparation of interim financial statements, applied
on a consistent basis throughout the periods involved; the other financial information
relating to the Company included or incorporated by reference in the Registration Statement,
the Prospectuses and the Pricing Disclosure Package, present fairly, in all
material respects, the information included therein and have been prepared on a
basis consistent with that of the financial statements of the Company and its
Subsidiaries, on a consolidated basis, that are included or incorporated by reference
in the Registration Statement, the Prospectuses and the Pricing Disclosure Package and
the books and records of the Company. |
| (20) | Significant
Acquisitions. Except as set out in the Prospectuses, there are no “significant
acquisitions” or “significant probable acquisitions” for which the Company
is required, pursuant to applicable Canadian Securities Laws to include additional financial
disclosure in the Prospectuses. |
| (21) | Stock
Plan. Each outstanding stock option of the Company granted under any Stock Plan
was granted with a per share exercise price no less than the fair market value per Common
Share on the grant date of such option; each such stock option (i) was granted in compliance
with Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by
the board of directors, or a duly authorized committee thereof, of the Company, as applicable,
and (iii) has been properly accounted for in the Company’s consolidated financial
statements at the relevant time. |
| (22) | No
Material Adverse Changes. Subsequent to the respective dates as of which information
is given in the Registration Statement, the Prospectuses and the Pricing Disclosure
Package, except as disclosed in the Registration Statement, the Prospectuses and the
Pricing Disclosure Package, (i) the Company has not declared or paid any dividends,
or made any other distribution of any kind, on or in respect of its share capital (other
than dividends paid in the ordinary course) (ii) there has not been any material change in
the Offered Share capital or long-term or short-term debt of the Company and its Subsidiaries
taken as a whole, (iii) neither the Company nor any Subsidiary has sustained any material
loss or material interference with its business or assets from fire, explosion, flood,
hurricane, accident or other calamity, whether or not covered by insurance, or from
any labour dispute or any legal or governmental proceeding, in any such case that is
material to the Company and its Subsidiaries taken as a whole, and (iv) there has not
been any Material Adverse Effect, nor any development involving a Material Adverse Effect,
on the Company and the Subsidiaries, taken as a whole; since the date of the latest
balance sheet included, or incorporated by reference, in the Registration Statement,
the Prospectuses and the Pricing Disclosure Package, neither the Company nor any Subsidiary
has incurred or undertaken any liabilities or obligations, whether direct or indirect,
liquidated or contingent, matured or unmatured, or entered into any transactions, including
any acquisition or disposition of any business or asset, which are material to the Company
and the Subsidiaries, taken as a whole, except for liabilities, obligations and transactions
which are disclosed in the Registration Statement, the Prospectuses and the Pricing
Disclosure Package. |
| (23) | Material
Interest of Directors and Officers. Except as disclosed in the Prospectuses, to the
knowledge of the Company, none of the current directors or officers of the Company nor
any associate or affiliate of the foregoing had or has any material interest, direct
or indirect, in any material transaction or any proposed material transaction with the
Company or the Material Subsidiary which materially affects the Company or would have
a Material Adverse Effect. |
| (24) | Investment
Company. The Company is not and, after giving effect to application of the net
proceeds of the offering of the Offered Shares as described in the Registration Statement,
the Prospectuses and the Pricing Disclosure Package, will not be, required to register
as an “investment company” under the Investment Company Act, and is not
and will not be an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act. |
| (25) | Licenses
or Permits. Except as set out in the Prospectuses, the Company and each of its
Subsidiaries have all necessary licenses, permits, authorizations, consents and approvals
and have made all necessary filings required under any Applicable Law, regulation or
rule, and have obtained all necessary licenses, permits, authorizations, consents and
approvals from other persons, in order to conduct the Company’s material business
and consummate the transactions contemplated herein and neither the Company nor its
Subsidiaries are in violation of, or in default under, or has received valid notice
of any proceedings relating to revocation or modification of, any such license, permit,
authorization, consent or approval or any provincial, federal, municipal, state, local or
foreign law, regulation or rule or of any decree, order or judgment applicable to the
Company or its Subsidiaries that would reasonably be expected to have a Material Adverse
Effect, except as has been disclosed in the Prospectuses. |
| (26) | Public
Record. The information and statements set forth in the Pricing Disclosure Package
and the Prospectuses and in all information filed by or on behalf of the Company with
the Canadian Securities Commission, the SEC, the TSX, the Nasdaq and all applicable
self-regulatory authorities after July 20, 2022, in compliance, or intended compliance,
with Canadian Securities Laws (the “Public Record”), were true, correct
and complete in all material respects and did not contain any misrepresentation (as
defined in the Securities Act (British Columbia)), as of the date of such information
or statements or the date of any amendment to such information or statements. |
| (27) | Material
Properties. The Waterbury Lake / Cigar Lake Project and the McArthur River Project
are the only projects which the Company currently considers to be “material”
and the Company is the absolute legal and beneficial owner of, and has good and marketable
title to, the McArthur River Royalty and the Cigar Lake Royalty, each as described in the
Pricing Disclosure Package and the Prospectuses, including all Documents Incorporated by
Reference therein, (the “Material Royalties”), and, except as disclosed
in the Pricing Disclosure Package, the Prospectuses or the Registration Statement, such interests
are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims
or demands whatsoever and the Company does not know of any claim or the basis for any claim,
in each case, that would materially adversely affect the right thereof to use, transfer or
otherwise exploit such rights. Disclosure set out in the Public Record, Pricing Disclosure
Package and the Prospectuses including all Documents Incorporated by Reference therein with
respect to such Material Royalties has been disclosed in all material respects in accordance
with the applicable requirements of NI 43-101 and the Company has no knowledge that such
disclosure is inaccurate in any material respect. |
| (28) | Description
of Royalties. The Material Royalties and, except as would not reasonably be expected
to have a Material Adverse Effect on the Company, the other interests in the Royalty Portfolio,
as disclosed in the Public Record, the Pricing Disclosure Package and the Prospectuses,
including all Documents Incorporated by Reference therein, constitutes an accurate description
of the terms of the royalties held by the Company and the Material Subsidiary. “Royalty
Portfolio” means the McArthur River Royalty, the Waterbury Lake / Cigar Lake
Royalty, the Michelin Royalty, the Reno Creek Royalty, the Roughrider Royalty, the Russell
Lake and Russell Lake South Royalty, the Church Rock Royalty, the Dewey-Burdock Royalty,
the Lance Royalty, the Roca Honda Royalty, the Langer Heinrich Royalty, the Anderson
Royalty, the Slick Rock Royalty, the Workman Creek Royalty, the Dawn Lake Royalty, the
Energy Queen Royalty, the San Rafael Royalty and the Whirlwind Royalty each as described
in the Pricing Disclosure Package and the Prospectuses including all Documents Incorporated
by Reference therein. |
| (29) | Owners
or Operators. Except as would not reasonably be expected to result in a Material Adverse
Effect, to the Company’s knowledge, in respect of the Material Royalties: |
| (a) | the
owner or operator (each, an “Operator” or the “Operators”)
of each Material Royalty holds all requisite licenses, registrations, qualifications,
permits and consents necessary or appropriate for carrying on its respective business
as currently carried on with respect to the Material Royalty and such licenses, registrations,
qualifications, permits and consents are not invalid and are subsisting and in good
standing in accordance with Applicable Laws; |
| (b) | no
Operator has received any notice of proceedings relating to the revocation or adverse
modification of any material mining license, registration, qualification or permit,
and no Operator has received notice of the revocation or cancellation of, or any intention
to revoke or cancel, any material mining rights, exploration or prospecting rights,
concessions or licenses with respect to any Material Royalty ; and |
| (c) | no
part of the Material Royalty has been taken, revoked, condemned or expropriated by any
Governmental Authority nor has any written notice or proceeding in respect thereof been
given, commenced or threatened or is pending, nor does the Company have any knowledge
of the intent or proposal to give any such notice or commence any such proceeding. |
| (30) | Royalty
Agreements. Each of the agreements and other documents and instruments pursuant to
which the Company and the Material Subsidiary hold the Material Royalties (including any
interest in, or right to earn an interest in, any property that relates to a Material Royalty
property) (the “Royalty Agreements”) are in full force and effect, unamended,
in all material respects and the Company or its Subsidiaries are entitled to all material
rights and benefits thereunder in accordance with the terms thereof. Each of the Royalty
Agreements is a valid and binding obligation of the Company or its Subsidiaries and the other
parties thereto enforceable in accordance with their respective terms, except as may be limited
by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that equitable remedies may only be granted in
the discretion of a court of competent jurisdiction. Each of the Company or its Subsidiaries,
as applicable, has performed in all material respects all respective obligations required
to be performed by it to date under the Royalty Agreements and none of the Company or its
Subsidiaries, or, to the knowledge of the Company, any of the other parties thereto, is in
breach or violation of or in default under in each case, in any material respect (and in
each case with or without notice or lapse of time or both) any Royalty Agreement and neither
the Company nor any of its Subsidiaries has received or given any notice of default under
any Royalty Agreement which remains uncured, and, to the knowledge of the Company, there
exists no state of facts which after notice or lapse of time or both would constitute a material
default under or material breach of any Royalty Agreement or the inability of a party to
any Royalty Agreement to perform its material obligations thereunder. To the knowledge of
the Company, none of the Material Royalty properties (or any interest in, or right to earn
an interest in, any property that relates to a Material Royalty property) is subject to any
right of first refusal or purchase or acquisition right which is not disclosed in the Prospectuses
and the Pricing Disclosure Package. |
| (31) | Notice
of Adverse Claims. Neither the Company nor the Material Subsidiary has received
any notice of, nor does the Company otherwise have any knowledge of, any claim adverse
to its ownership interests in or relating to any Royalty Portfolio, nor in respect of real
property, whether owned or held under lease or sublease by the Company or any of its
Material Subsidiaries. |
| (32) | No
Aboriginal Claims. To the knowledge of the Company, there are no claims or actions
with respect to aboriginal rights currently threatened or pending in respect of the
properties underlying the Royalty Portfolio that could have a Material Adverse Effect
on the Company. The Company is not aware of any material land entitlement claims or
aboriginal land claims having been asserted or any legal actions relating to aboriginal
or community issues having been instituted with respect to the properties underlying
the Royalty Portfolio, and no material dispute in respect of such properties with any
local or aboriginal group exists or, to the knowledge of the Company, is threatened
or imminent with respect thereto or activities thereon. |
| (33) | Community
Relationships. To the knowledge of the Company, there are no material complaints,
issues, proceedings, or discussions, which are ongoing or anticipated which could have
the effect of interfering, delaying or impairing the ability to explore, develop or
operate the properties underlying the Royalty Portfolio in a manner that would have
a material impact on the Company. |
| (34) | No
Work Stoppage or Interruptions. To the knowledge of the Company, there are no actions,
proceedings, inquiries, work or labour disruption, protests, blockades or initiatives
by non-governmental organizations, activist groups or similar entities or persons, that
are ongoing or anticipated which could materially adversely affect the ability to explore
or develop the operations underlying the Royalty Portfolio in a manner that would have
a material impact on the Company. |
| (35) | Technical
Disclosure. The Company is in compliance with the applicable provisions of NI 43-101
and has duly filed with the applicable regulatory authorities all reports required by
NI 43-101. All scientific and technical information set forth in the Prospectuses, including
in any Documents Incorporated by Reference therein, relating to the Company’s
material properties has been reviewed and approved by a qualified person as required
under NI 43-101. |
| (36) | Compliance
with Employment Laws. The Prospectuses disclose, to the extent required by applicable
Canadian Securities Laws in the Qualifying Jurisdictions, each material plan for retirement,
bonus, stock purchase, profit sharing, stock option, deferred compensation, severance
or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave,
disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive
or otherwise contributed to, or required to be contributed to, by the Company or the
Material Subsidiary for the benefit of any current or former director, officer, employee
or consultant of the Company or the Material Subsidiary (the “Employee Plans”),
each of which has been maintained in all material respects with its terms and with the
requirements prescribed by any and all statutes, orders, rules and regulations that
are applicable to such Employee Plans. |
| (37) | Environmental
Matters. There are no federal, provincial, state, municipal or local laws, by-laws,
regulations, orders, policies, permits, licenses, certificates or approvals having the force
of law, domestic of foreign, relating to environmental, health or safety matters (collectively,
the “Environmental Laws”) that are applicable to the Company or its Subsidiaries.
To the knowledge of the Company, the owners and operators of each Material Royalty are in
compliance in all material respects with all Environmental Laws applicable to the property
underlying such Material Royalty. |
| (38) | Labour
Matters. There have not been and there is not currently any labour disruption, grievance,
arbitration proceeding or other conflict with respect to the Company and the Material
Subsidiary which would have a Material Adverse Effect, and the Company and the Material
Subsidiary are in compliance with the provisions of all federal, provincial, local and
foreign laws and regulations respecting employment practices, terms and conditions of
employment and wages and hours, except where non-compliance with any such provisions
would not have a Material Adverse Effect. |
| (39) | Filing
and Payment of Taxes. Except as set out in the Prospectuses, all taxes (including
income tax, capital tax, payroll taxes, employer health tax, workers’ compensation
payments, property taxes, custom and land transfer taxes), duties, royalties, levies,
imposts, assessments, deductions, charges or withholdings and all liabilities with respect
thereto including any penalty and interest payable with respect thereto (collectively,
“Taxes”) due and payable by the Company and the Material Subsidiary
have been paid, except where such Taxes are subject to a good faith appeal by the Company
or the failure to pay Taxes would not have a Material Adverse Effect. All tax returns,
declarations, remittances and filings required to be filed by the Company and the Material
Subsidiary have been filed with all Governmental Authorities and all such returns, declarations,
remittances and filings are complete and accurate and no material fact or facts have
been omitted therefrom which would make any of them misleading, except where the failure
to file such documents would not have a Material Adverse Effect. No examination of any
tax return of the Company or the Material Subsidiary is currently in progress and there
are no issues or disputes outstanding with a Governmental Authority respecting any Taxes
that have been paid, or may be payable, by the Company or the Material Subsidiary, in
any case, except where such examinations, issues or disputes would not have a Material
Adverse Effect or except as set out in the Registration Statement, Prospectuses or the
Pricing Disclosure Package. |
| (40) | Tax
Matters. The Company and the Material Subsidiary have established on their respective
books and records reserves that are adequate for the payment of all material Taxes not
yet due and payable and there are no Encumbrances for Taxes on the material assets of
the Company or the Material Subsidiary, and there are no audits pending of the tax returns
of the Company and the Material Subsidiaries (whether federal, state, provincial, local
or foreign) and other than as disclosed in the audited financial statements of the Company
as at April 30, 2023 and April 30, 2022, together with the related notes and schedules thereto,
there are no claims which have been or may be asserted relating to any such tax returns,
which audits and claims, if determined adversely, would result in the assertion by any Governmental
Authority of any deficiency that would result in a Material Adverse Effect. |
| (41) | Insurance.
The Company and the Material Subsidiary maintain insurance in such amounts and covering
such risks as the Company reasonably considers adequate for the conduct of its business
and the value of its assets and as is customary for companies engaged in similar businesses
in similar industries, all of which insurance is in full force and effect, except where
the failure to maintain such insurance would not reasonably be expected to have a Material
Adverse Effect; there are no material claims by the Company or the Material Subsidiary
under any such policy or instrument as to which any insurance company is denying
liability or defending under a reservation of rights clause. |
| (42) | No
Franchise, Contract or Other Document. There is no franchise, contract or other document
of a character required to be described in the Registration Statement, the Prospectuses
and the Pricing Disclosure Package, or required to be filed as an exhibit to the Company’s
Annual Report on Form 40-F or filed as a “material contract” with Canadian
Securities Commissions, which is not described or filed as required. |
| (43) | Internal
Control Over Financial Reporting and Internal Accounting Controls. The Company
maintains a system of internal accounting and other controls sufficient to provide reasonable
assurances that with respect to the Company and its Subsidiaries that (i) transactions
are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with generally accepted accounting principles and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accounting for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences; management of the Company assessed internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act and
Canadian Securities Laws) of the Company as of the end of the Company’s most recent
fiscal year and concluded such internal control over financial reporting was effective
as of such date, and, except as otherwise set forth in the Registration Statement, the
Prospectuses and the Pricing Disclosure Package, the Company is not aware of any material
weakness in its internal control over financial reporting. |
| (44) | No
Change in the Company’s Internal Control Over Financial Reporting. Since the
date of the latest audited consolidated financial statements of the Company included
or incorporated by reference in the Registration Statement, the Prospectuses and the
Pricing Disclosure Package, there has been no change in the Company’s internal
control over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting
(except as otherwise set forth in the Registration Statement, the Prospectuses and the
Pricing Disclosure Package). |
| (45) | Disclosure
Controls. The Company maintains disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) under the U.S. Exchange Act and Canadian Securities
Laws) that comply with the requirements of the U.S. Exchange Act and Canadian Securities
Laws; such disclosure controls and procedures have been designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under
the U.S. Exchange Act and Canadian Securities Laws is (a) recorded, processed, summarized
and reported, within the time periods specified in the SEC’s rules and forms and
(b) made known to the Company’s management, including its principal executive
officer and principal financial officer, to allow timely decisions regarding required
disclosure; such disclosure controls and procedures have been evaluated by the Company’s
principal executive officer and principal financial officer as effective, as set out
in the Company’s most recent annual report on Form 40-F. |
| (46) | Compliance
with the Sarbanes-Oxley Act. There is and has been no failure on the part of
the Company or any of its directors or officers, in their capacities as such, to comply
with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
in connection therewith that applies to the Company, including, without limitation,
Section 402 related to loans and Sections 302 and 906 related to certifications,
except as any such failure would not reasonably be expected to have a Material Adverse
Effect. |
| (47) | Statistical,
Industry-Related and Market-Related Data. The statistical, industry-related and market-related
data included in the Registration Statement, the Prospectuses and the Pricing Disclosure
Package are based on or derived from sources which the Company reasonably and in good
faith believes are reliable and accurate in all material respects. |
| (48) | Compliance
with Anti-Money Laundering Laws. None of the Company, any Subsidiary or, to
the Company’s knowledge, any of its agents or employees, has at any time during
the last five years (i) made any unlawful contribution to any candidate for office,
or failed to disclose fully any such contribution in violation of law, or (ii) made
any payment to any federal or state governmental officer or official, or other person
charged with similar public or quasi-public duties, other than payments required or
permitted by the laws of the United States or any jurisdiction thereof; the operations
of the Company and each Subsidiary are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and the applicable money laundering
statutes of all other applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines issued, administered or
enforced by any governmental agency (collectively, the “Money Laundering
Laws”) and, to the Company’s knowledge, no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or
threatened. |
| (49) | No
Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor,
to the knowledge of the Company, any director or officer of the Company or its Subsidiaries
nor any agent, employee or other person acting on behalf of the Company or its Subsidiaries
is currently the subject of any economic or financial sanctions administered or enforced
by the U.S. government (including, without limitation, the Office of Foreign Assets Control
of the U.S. Treasury Department or the U.S. Department of State), the United Nations, the
European Union, Her Majesty’s Treasury of the United Kingdom or the Canadian government
(collectively, “Sanctions”), nor is the Company or any of its Subsidiaries
located, organized or resident in a country or territory where the country or territory itself
is currently the subject of comprehensive Sanctions (for the avoidance of doubt, substantially
similar to those in effect against Russia, North Korea and Iran as of the date hereof as
opposed to selective industry-specific or targeted economic Sanctions against the subject
country) (each, a “Sanctioned Country”); and the Company will not directly
or indirectly use the proceeds of the offering of the Offered Shares hereunder, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner
or other person or entity, (i) to fund or facilitate any activities of or business with any
person (including any person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) that, to the knowledge of the Company, at the time of such funding
or facilitation, is in material violation of Sanctions or (ii) for use in any Sanctioned
Country, that, at the time of such funding and to the knowledge of the Company, is in a material
violation of Sanctions. |
| (50) | Compliance
with Anti-Corruption Laws. None of the Company, any of its Subsidiaries, directors
or officers or, to the knowledge of the Company, any agent, employee, affiliate or
other person acting on behalf of the Company or any of its Subsidiaries, is aware of or has
taken any action, directly or indirectly, that would result in a violation by such persons
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”) or the Corruption of Foreign Public Officials Act (Canada)
(the “CFPOA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA or the
CFPOA and the Company and, to the knowledge of the Company, its affiliates have conducted
their businesses in compliance with the FCPA and the CFPOA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith. |
| (51) | Cybersecurity.
(i)(x) Except as disclosed in the Registration Statement, the Prospectuses and the
Pricing Disclosure Package, there has been no material security breach or other compromise
of or relating to any of the Company’s information technology and computer systems,
networks, hardware, software, data, equipment or technology (collectively, “IT
Systems and Data”) and (y) the Company has not been notified of, and has no
knowledge of any event or condition that would reasonably be expected to result in,
any security breach or other compromise to its IT Systems and Data except in the case
of this clause (i) where such breach or compromise would not have a Material Adverse
Effect; (ii) the Company is presently in material compliance with all Applicable Laws
or statutes and all judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of
such IT Systems and Data from unauthorized use, access, misappropriation or modification,
except as would not, in the case of this clause (ii), individually or in the aggregate,
have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster
recovery technology consistent with industry standards and practices. |
| (52) | Canadian
Reporting Issuer; Listing of Common Shares. The Company is a reporting issuer
under the securities laws of each of the Qualifying Jurisdictions and is not on the
list of defaulting reporting issuers maintained by any of the Canadian Securities Commission
in each such jurisdiction that maintains such a list; the outstanding Common Shares
of the Company are registered pursuant to Section 12(b) of the U.S. Exchange Act;
the Common Shares (including the Additional Shares) are listed and posted for trading
on the TSX and the Nasdaq, and the Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the Common Shares of the Company
under the U.S. Exchange Act or de-listing the Common Shares from the TSX or the Nasdaq,
nor has the Company received any notification that the SEC, the TSX or the Nasdaq
is contemplating terminating such registration or listing. |
| (53) | No
Commissions or Finder’s Fees. Other than the Underwriters pursuant to this
Agreement, there are no contracts, agreements or understandings between the Company
and any person that would give rise to a valid claim against the Company or the Underwriters
for a brokerage commission, finder’s fee or other like payment in connection with
the transactions contemplated by this Agreement or the Offered Shares. |
| (54) | Lending
Relationship with the Underwriters; Repayment of Debts. Except as disclosed
in the Registration Statement, the Prospectuses or the Pricing Disclosure Package, neither
the Company nor any of its Subsidiaries (i) has any material lending or other relationship
with any bank or lending affiliate of the Underwriters or (ii) intends to use any of
the proceeds from the sale of the Offered Shares hereunder to repay any outstanding
debt owed to any affiliate of the Underwriters. |
| (55) | Transfer
Underwriter and Registrar. Computershare Investor Services Inc. at its principal
office in the city of Vancouver, British Columbia is the duly appointed registrar and
transfer Underwriter of the Company with respect to its Common Shares, and Computershare
Trust Company, N.A. at its principal office in Golden, Colorado is the duly appointed
U.S. co-transfer Underwriter of the Company with respect to its Common Shares. |
| (56) | Minute
Books and Corporate Records. The minute books and records of the Company and
the Material Subsidiary which have been made available to the Underwriters and their
Canadian and U.S. counsel in connection with their due diligence investigation of the
Company and its Material Subsidiary contain copies of all material proceedings (or certified
copies thereof) of the holders of Common Shares, the boards of directors and all committees
of the boards of directors of the Company and the Material Subsidiary, as applicable,
for the relevant period requested by the Underwriters or their counsel. There have been
no other material meetings, resolutions or proceedings of the holders of Common Shares,
boards of directors or any committees of the boards of directors of the Company and
the Material Subsidiary since the date of the latest meeting or resolution in such minute
books and other records provided to Canadian and U.S. counsel to the Underwriters. |
| (57) | Foreign
Private Issuer. The Company is, and upon completion of the transactions described
herein, will be, a “foreign private issuer” within the meaning of Rule 3b-4 under
the U.S. Exchange Act. |
| (58) | Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A
of the U.S. Securities Act, Section 21E of the U.S. Exchange Act and Canadian Securities
Laws) included or incorporated by reference in the Registration Statement, the Prospectuses
or any Issuer Free Writing Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith. |
| (59) | Expropriation.
No part of the property or assets of the Company or its subsidiaries have been taken, condemned
or expropriated by any Governmental Authority nor has any written notice or proceeding in
respect thereof been given or commenced nor does the Company know of any intent or proposal
to give such notice or commence any such proceedings. |
Any
certificate signed by any officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed
a representation and warranty by the Company, as the case may be, to the Underwriters as to the matters covered thereby.
| Section
8 |
Representations, Warranties
and Covenants of the Underwriters |
| (1) | Each
Underwriter hereby severally, and not jointly, nor jointly and severally, represents
and warrants to the Company that: |
| (a) | it
is, and will remain so, until the completion of the Offering, appropriately registered
under Applicable Securities Laws so as to permit it to lawfully fulfill its obligations
hereunder; and |
| (b) | it
has good and sufficient right and authority to enter into this Agreement and complete
the transactions contemplated under this Agreement on the terms and conditions set forth
herein. |
| (2) | The
Underwriters hereby covenant and agree with the Company to the following: |
| (a) | Compliance
with Securities Laws. The Underwriters will comply with applicable securities
laws and broker-dealer requirements (including Applicable Securities Laws and the requirements
of FINRA) in connection with the distribution of the Offered Shares. |
| (b) | Completion
of Distribution. The Underwriters will use their commercially reasonable efforts
to complete the distribution of the Offered Shares as promptly as possible after the
Closing Time. |
| (3) | The
Company agrees that the Underwriters are acting severally and not jointly (or jointly and
severally) in performing their respective obligations under this Agreement and that
no Underwriter shall be liable for any act, omission or conduct by any other Underwriter
or another Underwriter’s duly registered broker-dealer affiliate in the United
States or any Selling Firm or another Underwriter’s duly registered broker-dealer
affiliate in the United States or any Selling Firm. |
| (4) | Distribution
in Canada. No Underwriter that is a non-resident for purposes of the Tax Act will
render any services under this Agreement in Canada. |
| Section
9 |
Indemnification |
| (1) | The
Company (also referred to in this Section 9 as the “Indemnitor”) agrees
to indemnify and hold harmless the Underwriters, their respective affiliates and subsidiaries,
and their respective directors, officers, partners, agents, employees and shareholders and
each other person, if any, controlling any of the Underwriters or their subsidiaries or affiliates
directors, officers, employees and agents of the Underwriters (hereinafter referred to as
the “Personnel” and together with the Underwriters and their respective
affiliates and subsidiaries, the “Indemnified Parties” and individually,
an “Indemnified Party”), from and against any and all losses (other than
loss of profits), expenses, claims (including shareholder actions, derivative or otherwise),
actions, damages and liabilities, joint or several, including without limitation the aggregate
amount paid in reasonable settlement of any actions, suits, proceedings, investigations or
claims and the reasonable fees and expenses of their counsel (collectively, the “Losses”)
that may be suffered by, imposed upon or asserted against an Indemnified Party as a result
of, in respect of, connected with or arising out of any action, suit, proceeding, investigation
or claim that may be made or threatened by any person or in enforcing this indemnity (collectively
the “Claims”) insofar as the Claims relate to, are caused by, result from,
arise out of or are based upon, directly or indirectly, the services performed by the Underwriters
in connection with the Offering, whether performed before or after the Underwriters’
execution of the Agreement, provided, however, that the Company shall not be liable under
this Section 9(1) to any Indemnified Party to the extent that such Losses arise from
the sale of the Offered Shares and are based on an untrue statement or omission or
alleged untrue statement or omission made in reliance on and in conformity with information
relating solely to the Underwriters furnished in writing to the Company by the Underwriters
expressly for inclusion in the Prospectuses. The Indemnitor agrees to waive any right the
Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce
any other right, power, remedy or security or claim payment from any other person before
claiming under this indemnity. The Indemnitor also agrees that no Indemnified Party shall
have any liability (whether direct or indirect, in contract or tort or otherwise) to the
Indemnitor or any person asserting Claims on behalf of or in right of the Indemnitor for
or in connection with the Offering except to the extent any Losses suffered by the Company
are determined by a court of competent jurisdiction in a final judgement that has become
non-appealable to have resulted from the gross negligence, willful misconduct, or other fraudulent
act of such Indemnified Party. The Indemnitor will not, without the prior written consent
of the Underwriters, settle, compromise, consent to the entry of any judgment in or otherwise
seek to terminate any Claim in respect of which indemnification may be sought under this
indemnity (whether or not any Indemnified Party is a party to such Claim) unless the Indemnitor
has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in
respect of such Claim and such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Party from any liabilities arising out of such
Claim without any admission of gross negligence, misconduct, liability or responsibility
by or on behalf of any Indemnified Party. |
| (2) | Promptly
after receiving notice of a Claim against any Indemnified Party or receipt of notice
of the commencement of any investigation which is based, directly or indirectly, upon
any matter in respect of which indemnification may be sought from the Indemnitor, the
relevant Indemnified Party will notify the Indemnitor in writing of the particulars
thereof, provided that the omission so to notify the Indemnitor shall not relieve the
Indemnitor of any liability which the Indemnitor may have to any Indemnified Party,
except to the extent the Indemnitor is materially prejudiced by such omission. The Indemnitor
shall have 14 days after receipt of the notice to undertake, conduct and control, through
counsel of their own choosing and at their own expense, the settlement or defense of
the Claim. If the Indemnitor undertakes, conducts or controls the settlement or defense
of the Claim, the relevant Indemnified Parties shall have the right to participate in
the settlement or defense of the Claim. |
| (3) | The
Indemnitor agrees to reimburse the Underwriters for the time spent by their Personnel
in connection with any Claim related to the Indemnitor’s indemnification obligations
at their normal per diem rates. The Indemnified Parties may retain counsel to separately
represent them in the defense of a Claim, which shall be at the Indemnitor’s expense
if (i) the Indemnitor does not promptly assume the defense of the Claim no later than
14 days after receiving actual notice of the Claim (as set forth in Section 9(2)), (ii)
the Indemnitor agrees to separate representation, or (iii) the Indemnified Parties are
advised by counsel that there is an actual or potential conflict in the Indemnitor’s
and the Indemnified Parties’ respective interests or additional defenses are available
to the Indemnified Parties, which makes representation by the same counsel inappropriate.
Under no circumstances will the Company be required to pay the fees and disbursements
of more than one counsel on behalf of the Indemnified Parties. |
| (4) | The
indemnity provided for in this Section 9 shall not apply to the extent that a court of competent
jurisdiction in a final judgment that has become non-appealable has determined that
such Losses to which the Indemnified Party may be subject were caused primarily by the
gross negligence, intentional fault or willful misconduct of the Indemnified Party. |
| (5) | The
obligations of the Indemnitor hereunder are in addition to any liabilities which the Indemnitor
may otherwise have to the Underwriters or any other Indemnified Party, shall extend
upon the same terms and conditions to the Indemnified Parties and shall be binding upon
and enure to the benefit of any successors, permitted assigns, heirs and personal representatives
of the Indemnitor, the Underwriters and any other Indemnified Party. The foregoing provisions
shall survive any termination of this Agreement or the completion of the Offering. |
| (1) | In
order to provide for a just and equitable contribution in circumstances in which the
indemnity provided in Section 9 would otherwise be available in accordance with its
terms but is, for any reason (other than for circumstances described in Section 9(4)),
held to be unavailable to or unenforceable by the Indemnified Party or enforceable otherwise
than in accordance with its terms or is insufficient to hold the Indemnified Party harmless,
the Company shall contribute to the aggregate of all claims, expenses, costs and liabilities
and all losses (other than loss of profits in connection with the distribution of the
Offered Shares) of the nature contemplated in this Section 10 and suffered or incurred
by the Indemnified Parties in such proportions as is appropriate to not only reflect
the relative benefits received by the Company on the one hand and the Underwriters on the
other hand from the distribution of the Offered Shares but also the relative fault of
the Company on one hand and the Indemnified Parties on the other hand in connection
with the Claim or Claims which resulted in such claims, expenses, costs, damages, liabilities
or losses, as well as any other equitable considerations determined by a court of competent
jurisdiction; provided that the Company shall, in any event contribute to the amount
paid or payable by the Underwriters or any other Indemnified Party as a result of such
expense, loss, clam damage or liability any excess of such amount over the amount of
the fees received by the Underwriters hereunder. |
| (2) | The
Underwriters’ obligations to contribute pursuant to this Section 10 are several, and
not joint, in proportion to their respective underwriting commitments as set forth opposite
their respective names in Section 22 hereof. |
| (3) | In
the event that the Company is held to be entitled to contribution from the Underwriters
under the provisions of any Applicable Law, the Company shall be limited to contribution
in an amount not exceeding the lesser of: |
| (a) | the
portion of the full amount of the loss or liability giving rise to such contribution for
which the Underwriters are responsible, as determined above; and |
| (b) | the
amount of the aggregate fee actually received by the Underwriters from the Company hereunder,
provided that no individual Underwriter shall be required to contribute more than the
fee actually received by such Underwriter. |
| (4) | With
respect to Section 9 and this Section 10, the Company acknowledges and agrees that the
Underwriters are contracting on their own behalf and as agents for their respective
affiliates and subsidiaries (including the U.S. affiliates) and each of their respective
directors, officers, partners, employees and shareholders, and each person, if any,
controlling any Underwriter or any of its subsidiaries or affiliates and each shareholder
of any Underwriter. Accordingly, the Company hereby constitutes the Underwriters as
agents for each person who is entitled to the covenants of the Company contained in
Section 9 and this Section 10 and is not a party hereto and the Underwriters agree to
accept such agents and to hold in trust for and to enforce such covenants on behalf
of such persons. |
| Section
11 |
Covenants of the Company |
| (1) | The
Company covenants and agrees with the Underwriters that: |
| (a) | the
Company will advise the Underwriters, promptly after receiving notice thereof, of the
time when each Offering Document or Issuer Free Writing Prospectus has been filed, and
will provide evidence satisfactory to the Underwriters of each such filing; |
| (b) | between
the date hereof and the date of completion of the distribution of the Offered Shares,
the Company will advise the Underwriters, promptly after receiving notice or obtaining
knowledge thereof, of: |
| (i) | the
issuance by any Canadian Securities Commission or the SEC of any order suspending or preventing
the use of any of the Offering Documents; |
| (ii) | the
issuance by any Canadian Securities Commission, the SEC, the TSX or the Nasdaq of any
order having the effect of ceasing or suspending the distribution of the Offered Shares
or the trading in any securities of the Company, or of the institution or, to the knowledge
of the Company, threatening of any proceeding for any such purpose; or |
| (iii) | any
requests made by any Canadian Securities Commission or the SEC for amending or supplementing
any of the Offering Documents or any Issuer Free Writing Prospectus or for additional
information; |
and
the Company will use its commercially reasonable efforts to prevent the issuance of any order referred to in subparagraphs (b)i,
(b)ii or (b)iii above and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible time;
| (c) | the
Company will use its commercially reasonable efforts to obtain the conditional listing
of the Offered Shares on the TSX by the Closing Time, subject only to the standard listing
conditions, and the Company will use its commercially reasonable efforts to have the
Offered Shares listed and admitted and authorized for trading on the Nasdaq by the Closing
Time, subject only to the official notice of issuance; |
| (d) | as
soon as practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities
Act), the Company will make generally available to its security holders an earnings statement
or statements of the Company and its subsidiaries which will satisfy the provisions of Section
11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and |
| (e) | the
Company will use the net proceeds from the Offering for the purposes described in the
Pricing Disclosure Package and the Prospectuses. |
| (2) | Prior
to the completion of the distribution of the Offered Shares, the Company will file all documents
required to be filed with or furnished to the Canadian Securities Commissions and the
SEC pursuant to Applicable Securities Laws. |
| (3) | The
Company agrees that it will not, directly or indirectly, issue, sell, offer, grant an option
or right in respect of, or otherwise dispose of, or agree to or announce any intention
to issue, sell, offer, grant an option or right in respect of, or otherwise dispose
of, any additional Common Shares or any securities or other financial instruments convertible
into or exchangeable for Common Shares, or enter into any agreement or arrangement under
which the Corporation acquires or transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Shares, other than issuances: (i)
pursuant to acquisitions or obligations which have previously been publicly-announced; (ii)
pursuant to rights or obligations under securities or instruments currently outstanding;
or (iii) for incentive, bonus compensation purposes, directors fees or other grants
of awards under the Stock Plan and the issuance of securities in accordance with the
terms of such awards, from the date hereof and continuing for a period of 60 days from
the Closing Date without the prior written consent of the Lead Underwriter, such consent
not to be unreasonably withheld or delayed. |
| (4) | On
or prior to the Closing Date for the Offering of the Firm Shares, the Company will not
amend its constating documents nor will it split, consolidate, or reclassify the Common
Shares. |
| Section
12 |
All Terms to be Conditions |
The
Company agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed
or caused to be performed by the Company. Any breach or failure to comply with any of the conditions set out in this Agreement shall
entitle any of the Underwriters to terminate their obligation to purchase the Offered Shares, by written notice to that effect given
to the Company and the other Underwriters at or prior to the Closing Time or the Option Closing Time, as applicable. It is understood
that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions
without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach
or non-compliance, provided that to be binding on any Underwriter any such waiver or extension must be in writing and signed by
such Underwriter.
| Section
13 |
Termination by Underwriters |
| (1) | Each
Underwriter shall also be entitled to terminate its obligation to purchase the Offered
Shares by written notice to that effect to the Company and the other Underwriters at
or prior to the Closing Time or the Option Closing Time, as applicable, if after the
date hereof and prior to the Closing Time or Option Closing Time, as applicable: |
| (a) | there
should occur any material change (as defined in the Securities Act (British
Columbia)) or change in material fact (as defined in the Securities Act (British Columbia),
or there should be discovered any previously undisclosed material fact) (other than
a material fact related solely to any of the Underwriters) required to be disclosed
in the Pricing Disclosure Package or the Prospectuses or any amendment thereto, in each
case which, in the reasonable opinion of the Underwriters (or any of them), has or would
be expected to have a significant adverse effect on the market price of value of
the Common Shares; or |
| (b) | there
should develop, occur or come into effect or existence, any event, action, state, condition
(including, without limitation, terrorism, pandemic, plague or accident) or major financial
occurrence of national or international consequence, including without limitation, an
escalation in the severity of the COVID-19 pandemic after February 1, 2024, or any law
or regulation or a change thereof which, in the opinion of the Underwriters (or any
of them) significantly and adversely affects or involves or will significantly and adversely
affect or involve, the financial markets or the business, operations or affairs of the
Company and its subsidiaries, taken as a whole or the market price or value of the securities
of the Company; or |
| (c) | any
inquiry, action, suit, investigation or other proceeding in relation to the Company
or any of the directors or officers of the Company or any of its principal shareholders,
whether formal or informal (including matters of regulatory transgression or unlawful
conduct) where a material wrong-doing is alleged, is commenced, threatened or publicly announced
or any order is made or threatened to be made under or pursuant to any statute or by
any federal, provincial, state, municipal or other governmental department, commission,
board, bureau, stock exchange, regulatory authority, agency or instrumentality or there
is any enactment or change of law or regulation, or interpretation or administration
thereof, (unless solely based on the activities or alleged activities of the Underwriters),
which involves a finding of wrong-doing which in the reasonable opinion of the
Underwriters (or any of them), could operate to prevent or restrict the trading of the
Common Shares, including the Offered Shares, or which seriously and adversely affects,
or will, or could seriously adversely affect the business, operations or affairs of
the Company and its subsidiaries taken as a whole or the market price or value of the
Common Shares; or |
| (d) | the
Company is in breach of any material term, condition or covenant of this Agreement that cannot
be cured prior to the Closing Date or any material representation or warranty given
by the Company in this Agreement becomes or is false and cannot be cured prior to the
Closing Date. |
| (2) | If
this Agreement is terminated by any of the Underwriters pursuant to Section 13(1), there
shall be no further liability on the part of such Underwriter or of the Company to such
Underwriter, except in respect of any liability which may have arisen or may thereafter
arise under Section 9, Section 10 and Section 17. |
| (3) | The
right of the Underwriters or any of them to terminate their respective obligations under
this Agreement is in addition to such other remedies as they may have in respect of
any default, act or failure to act of the Company in respect of any of the matters contemplated
by this Agreement. A notice of termination given by one Underwriter under this Section
13 shall not be binding upon the other Underwriters. |
The
closing of the purchase and sale of the Firm Shares herein provided for shall be completed at 8:00 a.m. (Toronto time) on February
9, 2024, or such other date and/or time as may be agreed upon in writing by the Company and the Underwriters, but in any
event not later than February 13, 2024 (respectively, the “Closing Time” and the “Closing Date”),
at the offices of Sangra Moller LLP. In the event that the Closing Time has not occurred on or before February 13,
2024, this Agreement shall, subject to Section 13(2) hereof, terminate.
| Section
15 |
Conditions of Closing and
Option Closing |
| (1) | The
obligations of the Underwriters under this Agreement are subject to the accuracy of
the representations and warranties of the Company contained in this Agreement both as
of the date of this Agreement, the Closing Time and the Option Closing Time, the performance
by the Company of its obligations under this Agreement and receipt by the Underwriters,
at the Closing Time or Option Closing Time, as applicable, of the following, other than
as provided below: |
| (a) | a
customary favourable legal opinion, dated the Closing Date and Option Closing Date,
as applicable, in form and substance and subject to customary qualifications and assumptions
satisfactory to the Underwriters, acting reasonably, from Sangra Moller LLP in its capacity
as the Company’s Canadian counsel, as to matters of Canadian federal and provincial
law and from local counsel (only in respect of matters governed by the laws of the Qualifying
Jurisdictions where Sangra Moller LLP is not qualified to practice law, determined by the
Company and acceptable to the Underwriters, acting reasonably), addressed to the Underwriters
and the Underwriters’ counsel and such legal opinion shall be substantially similar
and to the effect set forth in Schedule “A” hereto; |
| (b) | a
customary favourable legal opinion and negative assurance letter, dated the Closing
Date and Option Closing Date, as applicable, in form and substance and subject to customary
qualifications and assumptions satisfactory to the Underwriters, acting reasonably,
from Haynes and Boone LLP, in its capacity as the Company’s U.S. counsel, addressed
to the Underwriters; |
| (c) | a
customary favourable legal opinion and negative assurance letter, dated the Closing Date
and Option Closing Date, as applicable, in form and substance and subject to customary qualifications
and assumptions satisfactory to the Underwriters, acting reasonably, from DLA Piper LLP
(US), in its capacity as the Underwriters’ U.S. counsel, addressed to the Underwriters; |
| (d) | certificates
or evidence of registration representing, in the aggregate, the Firm Shares (and Additional
Shares, if applicable, at the Option Closing Time) in the name of CDS or its nominee
or in such other name(s) as Canaccord on behalf of the Underwriters shall have directed; |
| (e) | PricewaterhouseCoopers
LLP’s comfort letter dated the Closing Date and the Option Closing Date, as applicable,
updating the comfort letters referred to in Section 5(4) above with such changes as
may be necessary from the comfort letters delivered previously to bring the information
therein forward to a date which is within two Business Days of the Closing Date and
Option Closing Date, as applicable; |
| (f) | the
Underwriting Fee paid in accordance with the twelfth paragraph of this Agreement; |
| (g) | on
the Closing Date, evidence satisfactory to Canaccord that the Firm Shares (and Additional
Shares, if applicable) shall have been (A) approved for listing on the Nasdaq and (B)
conditionally approved for listing on the TSX, in each case, subject only to the standard
listing conditions or official notice of issuance; |
| (h) | a
certificate, dated the Closing Date and the Option Closing Date, as applicable, and
signed on behalf of the Company, but without personal liability, by the President and
Chief Executive Officer and by the Chief Financial Officer of the Company, or such other
officers of the Company as may be reasonably acceptable to the Underwriters, certifying
that: (i) the Company has complied with all covenants and satisfied all terms and conditions
hereof to be complied with and satisfied by the Company at or prior to the Closing Time
and the Option Closing Time, as applicable; (ii) all the representations and warranties
of the Company contained herein are true and correct in all material respects as of
the Closing Time and the Option Closing Time, as applicable with the same force and
effect as if made at and as of the Closing Time and the Option Closing Time, as applicable,
except for such representations and warranties which are in respect of a specific date
in which case such representations and warranties shall be true and correct, in all
material respects as of such date, after giving effect to the transactions contemplated
hereby; (iii) there has been no material change relating to the Company since the date
hereof which has not been generally disclosed, except for the offering of the Offered
Shares, and with respect to which the requisite material change statement or report
has not been filed and no such disclosure has been made on a confidential basis; and
(iv) that, to the best of the knowledge, information and belief of the persons signing
such certificate, no order, ruling or determination having the effect of ceasing or
suspending trading in the Common Shares or any other securities of the Company
has been issued and no proceedings for such purpose are pending or are contemplated
or threatened; |
| (i) | at
the Closing Time or Option Closing Time, as applicable, certificates dated the Closing
Date or the Option Closing Date, as applicable, signed on behalf of the Company, but
without personal liability, by the President and Chief Executive Officer of the Company
or another officer acceptable to the Underwriters, acting reasonably, in form and content
satisfactory to the Underwriters, acting reasonably, with respect to the constating
documents of the Company; the resolutions of the directors of the Company relevant to
the Offering, including the allotment, issue (or reservation for issue) and sale of
the Firm Shares and the grant of the Over-Allotment Option, the authorization of this
Agreement, the listing of the Firm Shares and the Additional Shares on the TSX and Nasdaq
and transactions contemplated by this Agreement; and the incumbency and signatures of
signing officers of the Company; |
| (j) | at
the Closing Time, the Company’s directors and officers (collectively, the “Insiders”)
shall deliver signed agreements (the “Insider Agreements”), in form
and content acceptable to the Underwriters and their counsel, acting reasonably, to
the Lead Underwriter, pursuant to which the Insiders agree, for a period beginning on
the Closing Date and ending 60 days after the Closing Date, not to, directly or indirectly,
offer, sell, contract to sell, grant any option to purchase, make any short sale, lend,
swap or otherwise dispose of, transfer or assign (or announce any intention to do so),
any Common Shares or securities exchangeable or convertible into Common Shares, or enter
into any transaction or arrangement that has the effect of transferring, in whole or in part,
any of the economic consequences of ownership of Common Shares, whether such transaction
is settled by the delivery of Common Shares, other securities, cash or otherwise, without
the prior written consent of the Lead Underwriter, such consent not to be unreasonably
withheld or delayed, other than (i) the Company’s Insiders are permitted to sell
Common Shares to satisfy tax obligations with respect to the vesting or exercise
of stock options or other incentive plan securities; or (ii) pursuant to a bona fide
take-over bid, change of control or any other similar transaction made generally to
all of the shareholders of the Corporation, provided that, in the event the take-over
bid, change of control or similar transaction is not completed, such securities shall
remain subject to the Insider Agreement; |
| (k) | at
the Closing Time or Option Closing Time, as applicable, a certificate of status (or
equivalent) for the Company dated within one (1) Business Day (or such earlier or later
date as the Underwriters may accept) of the Closing Date; and |
| (l) | such
other documents as the Underwriters or counsel to the Underwriters may reasonably require. |
| Section
16 |
Over-Allotment Option |
| (1) | The
Over-Allotment Option may be exercised by the Underwriters at any time, in whole or in part,
by delivering notice to the Company not later than 12:00 p.m. (Toronto time) on the 30th
day after the Closing Date, which notice will specify the number of Additional Shares to
be purchased by the Underwriters and the date (the “Option Closing Date”)
and time (the “Option Closing Time”) on and at which such Additional Shares
are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the
Closing Date and will not be earlier than three Business Days nor later than five Business
Days after the date of delivery of such notice (except to the extent a shorter or longer
period shall be agreed to by the Company). Subject to the terms of this agreement, upon the
Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the
respective percentages set forth in Section 22, and the Company will be committed to issue
and sell in accordance with and subject to the provisions of this Agreement, the number of
Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters
only for the purpose of satisfying the Underwriters’ “over-allocation position”
(as defined in National Instrument 41-101 – General Prospectus Requirements)
in connection with the Offering. |
| (2) | In
the event that the Over-Allotment Option is exercised in accordance with its terms, the closing
of the issuance and sale of that number of Additional Shares in respect of which the
Underwriters are exercising the Over-Allotment Option shall take place at the Option
Closing Time at the offices of Sangra Moller LLP or at such other place as may be agreed
to by the Underwriters and the Company. |
| (3) | At
the Option Closing Time, the Company shall issue to the Underwriters that number of Additional
Shares in respect of which the Underwriters are exercising the Over-Allotment Option
and deposit with CDS or its nominee, if requested by Canaccord, the Additional Shares
electronically through the non-certificated inventory system of CDS against payment
per Additional Share by wire transfer or certified cheque payable to the Company or
as otherwise directed by the Company. |
| (4) | Concurrently
with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting
Fee applicable to the Additional Shares in the manner provided in the twelfth paragraph
of this Agreement against delivery of a receipt for that payment. |
| (5) | The
obligation of the Underwriters to make any payment or delivery contemplated by this Section
16 is subject to the conditions set forth in Section 15. |
The
Company will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental
to the creation, issue, sale or distribution of the Offered Shares and the filing of the Offering Documents; (ii) the fees and expenses
of the Company’s legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating
to the Offering; and (iv) all reasonable and direct expenses of the Underwriters including all reasonable fees and disbursements
of the Underwriters’ legal counsel up to a maximum of $100,000 (collectively, the “Underwriters’ Expenses”).
All Underwriters’ Expenses incurred by the Underwriters, or on their behalf, shall be payable by the Company immediately upon
receiving an invoice therefor from the Underwriters and shall be payable whether or not an offering is completed. At the option
of Canaccord, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Company on the closing of
the Offering. Regardless of whether the transactions contemplated herein are completed or not, the Company will pay the Underwriters’
Expenses, as described in this Section 17.
| Section
18 |
No Advisory or Fiduciary
Relationship |
The
Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination
of the Offering Price, the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction
between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the Offering
and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or
fiduciary of the Company or its shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume
an advisory or fiduciary responsibility in favour of the Company with respect to the Offering or the process leading thereto (irrespective
of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation
to the Company with respect to the Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters
and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of
the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the
Offering and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate.
Any
notice to be given hereunder shall be in writing and may be given by hand delivery or email and shall, in the case of notice to
the Company, be addressed and emailed or delivered to:
Uranium
Royalty Corp.
1188
West Georgia Street, Suite 1830
Vancouver,
British Columbia V6E 4A2
| |
Attention: |
Josephine Man, Chief Financial
Officer |
| |
Email: |
[Redacted] |
with
a copy to (such copy not to constitute notice):
Sangra
Moller LLP
1000
Cathedral Place, 925 West Georgia Street
Vancouver,
British Columbia V6C 3L2
| |
Attention: |
Rod Talaifar |
| |
Email: |
[Redacted] |
and
in the case of the Underwriters, addressed and emailed or delivered to:
Canaccord
Genuity Corp.
161
Bay Street, Suite 3000
Toronto,
Ontario M5J 2S1
| |
Attention: |
Tom Jakubowski, Managing Director |
| |
Email: |
[Redacted] |
and
BMO
Nesbitt Burns Inc
885
West Georgia Street, Suite 1700
Vancouver,
British Columbia, V6C 3E8
| |
Attention: |
Haroon Chaudhry, Director |
| |
Email: |
[Redacted] |
and
H.C.
Wainwright & Co., LLC
430
Park Avenue
New
York, New York 10022
| |
Attention: |
Chief
Executive Officer |
| |
Email: |
[Redacted] |
with
a copy to (such copy not to constitute notice):
DLA
Piper (Canada) LLP
1133
Melville Street, Suite 2700
Vancouver,
British Columbia V6E 4E5
| |
Attention: |
Deepak Gill |
| |
Email: |
[Redacted] |
and
DLA
Piper LLP (US)
701
Fifth Avenue, Suite 6900
Seattle,
Washington 98104
| |
Attention: |
Andrew Ledbetter |
| |
Email: |
[Redacted] |
The
Company and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.
| Section
20 |
Actions on Behalf of the
Underwriters |
Canaccord
will reasonably consult with the other Underwriters representing a majority of the allocations as set forth in Section 22 prior
to taking any action on their behalf. All steps which must or may be taken by the Underwriters in connection with this Agreement,
with the exception of the matters contemplated by Section 9, Section 12 and Section 13, shall be taken by Canaccord on the
Underwriters’ behalf and the execution of the Agreement by the Underwriters shall constitute the Company’s authority
for accepting notification of any such steps from, and for giving notice to, and for delivering any definitive certificate(s) representing
the Offered Shares to, or to the order of, Canaccord.
The
representations, warranties, obligations and agreements of the Company and of the Underwriters contained herein or delivered pursuant
to this Agreement shall survive the purchase by the Underwriters of the Offered Shares for a period of three years following the
Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition by the Underwriters of
the Offered Shares and the Underwriters shall be entitled to rely on the representations and warranties of the Company contained
in or delivered pursuant to this Agreement notwithstanding any investigation which the Underwriters may undertake or which may
be undertaken on the Underwriters’ behalf.
| Section
22 |
Underwriters’ Obligations |
| (1) | Subject
to the terms of this Agreement, the Underwriters’ obligations under this Agreement
to purchase the Offered Shares shall be several, and not joint and several, and the
liability of each of the Underwriters to purchase the Offered Shares shall be limited
to the following percentages of the purchase price paid for the Offered Shares: |
| |
Canaccord Genuity
Corp. |
60% |
| |
BMO Nesbitt
Burns Inc. |
20% |
| |
HC Wainwright & Co., LLC |
20% |
| (2) | If
any of the Underwriters fails to purchase its applicable percentage of the Offered Shares
at the Closing Time or the Option Closing Time, as the case may be, (a “Defaulting
Underwriter”) and the percentage of Offered Shares that have not been purchased
by the Defaulting Underwriter represents 10% or less of the Offered Shares then the
other Underwriters will be severally, and not jointly and severally, obligated to purchase,
on a pro rata basis to their respective percentages as aforesaid, all but not less than
all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive
the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof,
and such non-defaulting Underwriters shall have the right, by notice to the Company,
to postpone the Closing Date or Option Closing Date, as the case may be, by not more
than three Business Days to effect such purchase. In the event that the percentage of
Offered Shares that have not been purchased by a Defaulting Underwriter represents
more than 10% of the aggregate Offered Shares, the other Underwriters will have the
right, but will not be obligated, to purchase all of the percentage of the Offered Shares
which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters
exercising such right will purchase such Offered Shares, if applicable, pro rata to
their respective percentages aforesaid or in such other proportions as they may otherwise
agree. In the event that such right is not exercised, the non-defaulting Underwriters
shall be relieved of all obligations to the Company arising from such default. Nothing
in this section shall oblige the Company to sell to the Underwriters less than all of
the Offered Shares or relieve from liability to the Company any Underwriter which shall
be so in default. |
| Section
23 |
Market Stabilization |
In
connection with the distribution of the Offered Shares, the Underwriters (or any of them) may effect transactions which stabilize
or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but
in each case as permitted by Applicable Securities Laws. Such stabilizing transactions, if any, may be discontinued by the
Underwriters at any time.
| Section
24 |
Relationship with TMX Group
Limited |
Certain
of the Underwriters or affiliates thereof, own or control an equity interest in TMX Group. In addition, certain of the Underwriters
or affiliates thereof have nominee directors serving on the TMX Group’s board of directors. As such, each such investment
dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX
Group. No Person is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying
or continuing to supply a product or service. The Underwriters do not require the Company to list securities on any exchange owned
by TMX Group, as a condition of supplying or continuing to supply underwriting and/or other services.
| Section
25 |
Entire Agreement |
Any
and all previous agreements with respect to the purchase and sale of the Offered Shares, whether written or oral, are terminated
and this Agreement constitutes the entire agreement between the Company and the Underwriters with respect to the purchase and sale
of the Offered Shares.
This
Agreement shall be governed by and construed in accordance with the laws in force in the province of British Columbia and the federal
laws of Canada applicable therein.
| Section
27 |
Time of the Essence |
Time
shall be of the essence of this Agreement.
This
Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument.
[Remainder
of page intentionally blank. Signature page follows.]
If
the foregoing is in accordance with your understanding and is agreed to by you, will you please confirm your acceptance by signing
the enclosed copies of this letter at the place indicated and returning the same to us.
Yours
very truly,
| CANACCORD GENUITY CORP. |
|
| |
|
|
| By: |
(signed) Tom Jakubowski |
|
| Name: |
Tom Jakubowski |
|
| Title: |
Managing Director, Global Head
of Metals & Mining, Investment Banking |
[Canaccord
Genuity Corp. Signature Page to Underwriting Agreement]
| BMO NESBITT BURNS INC. |
|
| |
|
|
| By: |
(signed) Haroon Chaudhry |
|
| Name: |
Haroon Chaudhry |
|
| Title: |
Director |
|
[BMO
Nesbitt Burns Inc. Signature Page to Underwriting Agreement]
| H.C.
WAINWRIGHT & CO., LLC |
|
| |
|
|
| By: |
(signed)
Mark W. Viklund |
|
| Name: |
Mark W. Viklund |
|
| Title: |
Chief Executive Officer |
|
[H.C.
Wainwright & Co., LLC Signature Page to Underwriting Agreement]
The
foregoing is in accordance with our understanding and is accepted by us.
| URANIUM
ROYALTY CORP. |
|
| |
|
|
| By: |
(signed)
Josephine Man |
|
| Name: |
Josephine
Man
|
|
| Title: |
Chief
Financial Officer |
|
[Uranium
Royalty Corp. Signature Page to Underwriting Agreement]
Schedule
“A”
MATTERS
TO BE ADDRESSED IN THE COMPANY’S CANADIAN COUNSEL OPINION
| (1) | The
valid existence of the Company under the laws of its jurisdiction of incorporation. |
| (2) | The
authorized and issued capital of the Company. |
| (3) | The
Company has all requisite corporate power, capacity and authority including under the laws
of its jurisdiction of incorporation, and is qualified to (i) carry on its businesses as
presently carried on, (ii) own its property; and (iii) enter into this Agreement and
to carry out the transactions contemplated hereby, (iii) to create, issue and sell,
as applicable, the Offered Shares; and (iv) to grant the Over-Allotment Option. |
| (4) | All
necessary action has been taken by the Company to authorize, as applicable: (i) the execution
and delivery of each of the Canadian Preliminary Prospectus Supplement and the Canadian
Prospectus and, if applicable, any amendments thereto, (ii) the filing of each of the
Canadian Preliminary Prospectus Supplement and the Canadian Prospectus and, if applicable,
any amendments thereto under the Canadian Securities Laws in each of the Qualifying
Jurisdictions, (iii) the execution and delivery of this Agreement and the performance
of its obligations thereunder. (iv) the issuance, sale and delivery of the Offered Shares
and the grant of the Over-Allotment Option. |
| (5) | The
Offered Shares have been duly authorized and are validly issued and outstanding as fully
paid and non-assessable shares. |
| (6) | The
description of the attributes of the Offered Shares in the Canadian Preliminary Prospectus
Supplement and the Canadian Prospectus are, in all material respects, a true, complete
and accurate description of the rights, privileges, restrictions and conditions attaching
to such securities. |
| (7) | The
Company is a “reporting issuer” or the equivalent thereof in each of the Qualifying
Jurisdictions. |
| (8) | The
execution and delivery by the Company of this Agreement, the fulfilment of the terms and
the performance of its obligations hereunder, the consummation of the transactions contemplated
hereby and the issuance, sale and delivery of the Offered Shares to be issued and sold
by the Company at the Closing Time and the grant of the Over-Allotment Option do not
and will not result in a breach (whether after notice or lapse of time or both) of any
statute, law, by law, regulation, or decree, or the terms of any of the constating documents
of the Company. |
| (9) | This
Agreement has been duly authorized and executed by the Company and constitutes legal, valid
and binding obligations of the Company and is enforceable against the Company in accordance
with its terms, subject to customary enforceability qualifications. |
| (10) | Computershare
Investor Services Inc. at its principal office in the city of Vancouver and Toronto has
been duly appointed as the transfer agent and registrar for the Common Shares. |
| (11) | All
necessary documents have been filed, all requisite proceedings have been taken and all other
legal requirements have been fulfilled by the Company under the securities laws of each
of the Qualifying Jurisdictions in order to qualify the distribution of the Offered
Shares to the public in each of the Qualifying Jurisdictions through investment dealers
or brokers registered under the applicable securities laws of the Qualifying Jurisdiction
who have complied with the relevant provisions of such Applicable Securities Laws and
to qualify the grant of the Over-Allotment Option. |
| (12) | The
Offered Shares have been conditionally approved for listing on the TSX subject to the filing
of documents in accordance with the requirements of the TSX. |
| (13) | Subject
to the assumptions, qualifications, limitations and restrictions set out therein, the statements
under the heading “Eligibility for Investment” and “Certain Canadian Federal
Income Tax Considerations” in the Canadian Preliminary Prospectus Supplement and
the Canadian Prospectus are accurate in all material respects. |
| (14) | To
all other legal matters reasonably requested by counsel to the Underwriters relating to the
distribution of the Offered Shares. |
Schedule
“B”
PRICING
TERMS INCLUDED IN THE PRICING DISCLOSURE PACKAGE
Number
of Firm Shares Offered by the Company: 6,724,600
Number
of Additional Shares: 1,008,690
Public
Offering Price per Offered Share: $3.40
Underwriting
Commission per Offered Share: $0.187
Date
of Delivery of Firm Shares: [●]
Issuer
Free Writing Prospectuses
Term
sheet dated February 2, 2024 relating to the Offering
Schedule
“C”
MATERIAL
SUBSIDIARY
| 1. | Uranium
Royalty (USA) Corp. |
Exhibit
99.2
| February
6, 2024 |
D:
|
| |
E: |
| |
File:
7178 020 |
| VIA
SEDAR+ |
|
British
Columbia Securities Commission
Alberta
Securities Commission
Financial
and Consumer Affairs Authority of Saskatchewan
The
Manitoba Securities Commission
Ontario
Securities Commission
Nova
Scotia Securities Commission
Financial
and Consumer Services Commission of New Brunswick
Office
of the Superintendent of Securities of Newfoundland and Labrador
Financial
and Consumer Services Division, Prince Edward Island
Office
of the Superintendent of Securities, Northwest Territories
Office
of the Yukon Superintendent of Securities
Nunavut
Securities Office
| Re:
|
Uranium
Royalty Corp. (the “Company”) – Prospectus Supplement dated February 6, 2024 (the “Prospectus Supplement”)
to the Company’s Short Form Base Shelf Prospectus dated July 20, 2023 |
We
refer to the Prospectus Supplement qualifying the distribution of 6,724,600 common shares of the Company for aggregate gross proceeds
of US$22,863,640.
We,
as Canadian counsel to the Company, hereby consent to the use of our firm name on the covering page of the Prospectus Supplement and
under the headings “Documents Filed as part of the Registration Statement”,
“Enforcement
of Judgements Against Foreign Persons” and “Legal Matters” in the Prospectus Supplement and we also consent
to the use of our firm name and references to our opinions under the headings “Certain Canadian Federal Income Tax Considerations”
and “Eligibility for Investment” in the Prospectus Supplement.
We
have read the Prospectus Supplement and have no reason to believe that there are any misrepresentations in the information contained
in the Prospectus Supplement that are derived from our opinion or that are within our knowledge as a result of the services we performed
in connection with such opinion.
| Yours
truly, |
|
| |
|
| SANGRA
MOLLER LLP |
|
| |
|
| (signed) “Sangra Moller LLP” |
|
Exhibit
99.3
|
DLA
Piper (Canada) LLP
1133
Melville Street, Suite 2700
Vancouver
BC V6E 4E5
www.dlapiper.com
|
February
6, 2024
VIA
SEDAR+
| To: |
British
Columbia Securities Commission |
| And
To: |
Ontario
Securities Commission |
| |
Alberta
Securities Commission |
| |
Financial
and Consumer Affairs Authority of Saskatchewan |
| |
The
Manitoba Securities Commission |
| |
Financial
and Consumer Services Commission of New Brunswick |
| |
Nova
Scotia Securities Commission |
| |
Office
of Superintendent of Securities of Prince Edward Island |
| |
Office
of the Superintendent of Securities of Newfoundland and Labrador |
| |
Office
of the Yukon Superintendent of Securities |
| |
Office
of the Superintendent of Securities of Nunavut |
| |
Office
of the Superintendent of Securities of Northwest Territories |
Dear
Sirs/Mesdames:
| Re: |
Uranium
Royalty Corp. (the “Company”) |
| |
Prospectus
Supplement dated February 6, 2024 (the “Prospectus Supplement”) to the Short Form Base Shelf Prospectus of the Company
dated July 20, 2023 |
We
refer to the Prospectus Supplement of the Company dated February 6, 2024. The Prospectus Supplement is supplemental to the Short Form
Base Shelf Prospectus of the Company dated July 20, 2023 with respect to the issuance of common shares in the capital of the Company,
as described in the Prospectus Supplement.
We,
as Canadian counsel to the Underwriters (as such term is defined in the Prospectus Supplement), hereby consent to the references to and
use of our opinions under the headings “Certain Canadian Federal Income Tax Considerations” and “Eligibility
for Investment”, and the references to our firm name on page (ii) and under the headings “Documents Filed as Part
of the Registration Statement” and “Legal Matters” in the Prospectus Supplement.
We
confirm that we have read the Prospectus Supplement and that we have no reason to believe that there are any misrepresentations
in the information contained therein that are:
| |
1. |
derived from our opinions referred to above, or |
| |
|
|
| |
2. |
within our knowledge as a result of the services we performed
in connection with such opinions. |
Yours
truly,
“DLA
Piper (Canada) LLP”
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