None.
Item 6. Indemnification of Directors and Officers.
Applicable Laws of
Canada
Section 124 of the Canada
Business Corporations Act (the CBCA) provides that a corporation may indemnify
a present or former director or officer of the corporation, or another
individual who acts or acted at the corporations request as a director or
officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the
corporation or other entity, provided that the individual (a) acted honestly and
in good faith with a view to the best interests of the corporation or, as the
case may be, the other entity; and (b) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that the individuals conduct was lawful.
Furthermore, a corporation may advance moneys to a director, officer or other
individual for the costs, charges and expenses of a proceeding referred to
above. The individual shall repay the moneys if the individual does not fulfill
the conditions set out in subsection (a) and (b) above.
Notwithstanding the above, an
individual is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by the individual in connection
with the defense of any civil, criminal, administrative, investigative or other
proceeding to which the individual is subject because of the individuals
association with the corporation or other entity as described above, if the
individual seeking indemnity (a) was not judged by the court or other competent
authority to have committed any fault or omitted to do anything that the
individual ought to have done; (b) acted honestly and in good faith with a view
to the best interests of the corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as director or
officer or in a similar capacity at the corporations request; and (c) in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, had reasonable grounds for believing that the individuals
conduct was lawful.
Bylaws
Subject to the limitations
contained in the CBCA, but without limiting the right of the Corporation to
indemnify any individual under the CBCA or otherwise to the full extent
permitted by law, the Corporation (a) shall indemnify each director or officer
or former director or officer and each other individual who acts or has acted at
the Corporations request as a director or officer, of a body corporate of which
the corporation is or was a shareholder or creditor (and each such individuals
respective heirs and personal representatives), against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Corporation or other person, provided (i) the
individual acted honestly and in good faith with a view to the best interests of
the Corporation, or, as the case may be, to the best interests of the other
person for which the individual acted as a director or officer or in a similar
capacity at the Corporations request; and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
individual had reasonable grounds for believing that the individuals conduct
was lawful; and (b) may advance monies to a director, officer or other
individual for the costs, charges and expenses of a proceeding referred to in
Section (a) in accordance with the CBCA.
II-4
Notwithstanding the foregoing,
any such indemnity or advance of monies in respect of an action referred to in
Section (a) by or on behalf of at the request of the Corporation to procure
judgment in its favour shall be subject to approval of a court.
Insurance
A policy of directors and
officers liability insurance is maintained by the Registrant which insures
directors and officers for losses as a result of claims against the directors
and officers of the Registrant in their capacity as directors and officers and
also reimburses the Registrant for payments made pursuant to the indemnity
provisions under the by-laws of the Registrant and the CBCA.
Commission Position on
Indemnification
Insofar as indemnification for
liabilities under the Securities Act may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy in the United States as expressed in
the Securities Act and is therefore unenforceable.