Investor Presentaiton
Foreign Selling Restrictions
Canada
The New Shares will not be qualified for sale under the securities laws of any province or territory of Canada. The New Shares may only be offered, sold or distributed, directly or indirectly, in the provinces of British
Columbia, Alberta, Ontario or Québec and no other province or territory, in or to or for the benefit of a resident thereof, which is purchasing, or deemed to be purchasing, as a principal that is both: (i) an accredited
investor, as defined in National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), and (ii) a permitted client, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations and only through a dealer duly registered under the applicable securities laws of such provinces in circumstances where no exemption from the
applicable registered dealer requirement is available. Any resale of the New Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
This document or any other offering material in connection with the offer of the New Shares has not been and will not be distributed or delivered in Canada other than to a resident of the provinces of British Columbia,
Alberta, Ontario or Québec in compliance with applicable securities laws. Prospective Canadian investors are advised that the information contained within this document in relation to the New Shares has not been
prepared with regard to matters that may be of particular concern to Canadian investors. Accordingly, prospective Canadian investors should consult with their own legal, financial and tax advisers concerning the
information contained within this document and any other offering material relating to the New Shares and as to the suitability of an investment in the New Shares in their particular circumstances.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document or any other offering material constituting an 'offering memorandum'
under applicable Canadian securities laws (including any amendment to any such documents) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the parties to this offering, including the Company and the Underwriters, as the case may be, are not required to comply with
the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with an offering of the New Shares.
Upon receipt of this document, each Canadian purchaser hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares described herein (including for
greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque acheteur canadien confirme par les présentes qu'il a expressément exigé que
tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient
rédigés en anglais seulement.
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