<SEC-DOCUMENT>0001062993-16-011496.txt : 20160916
<SEC-HEADER>0001062993-16-011496.hdr.sgml : 20160916
<ACCEPTANCE-DATETIME>20160916131108
ACCESSION NUMBER:		0001062993-16-011496
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20160914
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160916
DATE AS OF CHANGE:		20160916

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENERGY FUELS INC
		CENTRAL INDEX KEY:			0001385849
		STANDARD INDUSTRIAL CLASSIFICATION:	MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36204
		FILM NUMBER:		161888905

	BUSINESS ADDRESS:	
		STREET 1:		225 UNION BLVD., SUITE 600
		CITY:			LAKEWOOD
		STATE:			CO
		ZIP:			80228
		BUSINESS PHONE:		303-974-2140

	MAIL ADDRESS:	
		STREET 1:		225 UNION BLVD., SUITE 600
		CITY:			LAKEWOOD
		STATE:			CO
		ZIP:			80228
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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   <TITLE>Energy Fuels Inc.: Form 8-K - Filed by newsfilecorp.com</TITLE>
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<P align=center><B><FONT size=5>UNITED STATES </FONT></B><BR><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION</FONT></B><B> </B><BR><B>Washington,
D.C. 20549 </B></P>
<P align=center><B><FONT size=5>FORM 8-K</FONT></B><B> </B></P>
<P align=center><B>CURRENT REPORT</B><B> </B><BR><B>Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 </B></P>
<P align=center>Date of Report (Date of earliest event reported): <B>September
14, 2016 </B></P>
<P align=center><U><B><FONT size=5>ENERGY FUELS INC.</FONT></B><B>
</B><BR></U>(Exact name of registrant as specified in its charter) </P>
<TABLE
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  <TR vAlign=top>
    <TD align=center><U><B>Ontario </B></U></TD>
    <TD align=center width="33%"><U><B>001-36204 </B></U></TD>
    <TD align=center width="33%"><U><B>98-1067994 </B></U></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of </TD>
    <TD align=center width="33%">(Commission File Number) </TD>
    <TD align=center width="33%">(I.R.S. Employer </TD></TR>
  <TR vAlign=top>
    <TD align=center>incorporation) </TD>
    <TD align=left width="33%">&nbsp; </TD>
    <TD align=center width="33%">Identification No.) </TD></TR></TABLE><BR>
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    <TD align=center><B>225 Union Blvd., Suite 600 </B></TD>
    <TD align=left width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=center><U><B>Lakewood, Colorado </B></U></TD>
    <TD align=center width="50%"><U><B>80228 </B></U></TD></TR>
  <TR vAlign=top>
    <TD align=center>(Address of principal executive offices) </TD>
    <TD align=center width="50%">(Zip Code) </TD></TR></TABLE>
<P align=center><U><B>(303) 974-2140</B><BR></U>(Registrant&#146;s telephone number,
including area code) </P>
<P align=center><U><B>N/A</B><BR></U>(Former name or former address, if changed
since last report) </P>
<P align=justify>Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P>
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  <TR>
    <TD vAlign=top width="5%">[&nbsp;&nbsp;&nbsp;] </TD>
    <TD>
      <P align=justify>Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">[&nbsp;&nbsp;&nbsp;] </TD>
    <TD>
      <P align=justify>Soliciting material pursuant to Rule 14a-12 under the
      Exchange Act (17 CFR 240.14a-12)</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">[&nbsp;&nbsp;&nbsp;] </TD>
    <TD>
      <P align=justify>Pre-commencement communications pursuant to Rule 14d-2(b)
      under the Exchange Act (17 CFR 240.14d-2(b))</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">[&nbsp;&nbsp;&nbsp;] </TD>
    <TD>
      <P align=justify>Pre-commencement communications pursuant to Rule 13e-4(c)
      under the Exchange Act (17 CFR 240.13e-4(c))</P></TD></TR></TABLE><BR>
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<P align=justify><B>Item 1.01. Entry into a Material Definitive Agreement.
</B></P>
<p align="justify">On September 14, 2016, Energy Fuels Inc. (the  &ldquo;Company&rdquo;) entered into an underwriting agreement (the &ldquo;Underwriting  Agreement&rdquo;) by and among the Company, Cantor Fitzgerald Canada Corporation  (&ldquo;CFCC&rdquo;) and Rodman &amp; Renshaw a unit of H.C. Wainwright &amp; Co., LLC (together  with CFCC, the &ldquo;Co-Lead Underwriters&rdquo; and acting as joint book-running  managers), for a syndicate of underwriters, including Haywood Securities Inc.,  Raymond James Ltd. and Dundee Securities Ltd. (collectively with the Co-Lead  Underwriters, the &ldquo;Underwriters&rdquo;). Pursuant to the Underwriting Agreement, the  Underwriters had agreed to buy on an underwritten basis 5,555,556 units (the  &ldquo;Units&rdquo;), each Unit consisting of one common share (each a &ldquo;Share&rdquo;) and one  half of one warrant (each whole warrant a &ldquo;Warrant&rdquo;), at a price of US$1.80 per  Unit for gross proceeds of US$10.0 million (the &ldquo;Offering&rdquo;). Each Warrant will  be exercisable at any time until 5:00 p.m. (Toronto Time) on the date that is  60 months following the closing of the offering and will entitle the holder  thereof to acquire one Share upon exercise at an exercise price of US$2.45 per  Share. The Company has granted the underwriters an option, exercisable at the  offering price at any time prior to 5:00 p.m. (Toronto Time) on the day that is  the 30th day following the closing date of the Offering, to purchase up to an  additional 15% of the base Units offered in the Offering (which may be  exercised for Units, Shares, Warrants or a combination thereof) to cover  over-allotments, if any, and for market stabilization purposes. The Offering is  expected to close on September 20, 2016, subject to obtaining customary TSX and  NYSE MKT approvals.</p>
<p align="justify">Pursuant to the Underwriting Agreement, the  Company has agreed to list the Warrants on the Toronto Stock Exchange (the  &ldquo;TSX&rdquo;), subject to the Company fulfilling all of the listing requirements of  the TSX, and the Company has agreed to use commercially reasonable efforts to  list the Warrants on the NYSE MKT within 90 days of the closing of the  Offering, subject to the Company fulfilling all of the listing requirements of  the NYSE MKT.</p>
<p align="justify">The Underwriting Agreement contains customary representations, warranties and  covenants by the Company, conditions to closing and indemnification provisions,  as well as a form lock-up agreement that will be signed by the Company&rsquo;s  directors and officers, filed herewith as Exhibit &ldquo;B&rdquo; to Exhibit 1.1.</p>
<p align="justify">In connection with the Offering, the Company  has agreed to pay to the underwriters a cash commission of 6% of the aggregate  gross proceeds of the sale of the Units. No commission will be payable by the  Company to the underwriters in connection with the distribution of warrant  shares upon the exercise of the warrants issued pursuant to the Offering.</p>
<p align="justify">The foregoing description of the Offering is  qualified in its entirety by reference to the Underwriting Agreement, a copy of  which is filed as Exhibit 1.1 to this Current Report on Form 8-K and which is  hereby incorporated by reference into this Item 1.01.</p>
<p align="justify">On September 15, 2016, the Company entered  into an amended and restated underwriting agreement (the &ldquo;Amended Agreement&rdquo;)  with the Underwriters to amend and restate the Underwriting Agreement.  Pursuant to the Amended Agreement, the Underwriters agreed to buy on an  underwritten basis
7,250,000 Units at a price of US$1.80 per Unit for gross  proceeds of US$13,050,000 (the &ldquo;Upsized Offering&rdquo;). All other materials  terms are the same as the Underwriting Agreement.</p>
<p align="justify">The foregoing description of the Upsized  Offering is qualified in its entirety by reference to the Amended Agreement, a  copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K and  which is hereby incorporated by reference into this Item 1.01.</p>
<p align="justify">The Upsized Offering is being made in the  United States pursuant to a prospectus supplement to the Company&rsquo;s base shelf  prospectus contained in the Company&rsquo;s shelf registration statement on Form S-3  (File No. 333-210782), as amended, filed with the Securities and Exchange  Commission (the &ldquo;SEC&rdquo;) on May 5, 2016 and declared effective on May 5, 2016,  and in Canada pursuant to a prospectus supplement to the Registrant's base  shelf prospectus, dated June 14, 2016 filed with securities regulatory  authorities in each of the provinces of Canada except Quebec.</p>
<P align=justify><B>Item 8.01 Other Events. </B></P>
<P align=justify>On September 14, 2016, the Company issued a press release
attached hereto as Exhibit 99.4 and on September 15, 2016 the Company issued the
press release attached hereto as Exhibit 99.5. </P>
<P align=justify>The information furnished pursuant to this Item 8.01, including
Exhibits 99.4 and 99.5, shall not be deemed &#147;filed&#148; for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities under that Section and
shall not be deemed to be incorporated by reference into any filing under the
Securities Act or the Exchange Act, except as expressly set forth by specific
reference in such filing.</P>
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<P align=justify><B>Item 9.01. Exhibits. </B></P>
<TABLE
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  <TR vAlign=top>
    <TD align=left ><B><U>Exhibit</U></B> </TD>
    <TD align=left width="90%"><B><U>Description</U></B> </TD></TR>
  <TR vAlign=top>
    <TD align=left ><a href="exhibit1-1.htm">1.1 </a></TD>
    <TD align=left width="90%"><a href="exhibit1-1.htm">Underwriting Agreement, dated
    September 14, 2016 by and among the Company, Cantor Fitzgerald Canada  Corporation and Rodman &amp; Renshaw  a unit of H.C. Wainwright &amp; Co., LLC* </a></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left bgcolor="#EEEEEE" ><a href="exhibit1-2.htm">1.2</a></TD>
    <TD align=left bgcolor="#EEEEEE"><p><a href="exhibit1-2.htm">Amended and Restated  Underwriting Agreement, dated September 15, 2016 by and among the Company, Cantor Fitzgerald Canada  Corporation and Rodman &amp; Renshaw  a unit of H.C. Wainwright &amp; Co., LLC*</a></p></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left ><a href="exhibit5-1.htm">5.1 </a></TD>
    <TD align=left width="90%"><a href="exhibit5-1.htm">Legal Opinion of Borden Ladner Gervais LLP with
    respect to the Offering* </a></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><a href="exhibit99-1.htm">99.1</a> </TD>
  <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit99-1.htm">Consent of Douglas L. Beahm*</a>  </TD></TR>
  <TR vAlign=top>
    <TD align=left ><a href="exhibit99-2.htm">99.2</a> </TD>
    <TD align=left width="90%"><a href="exhibit99-2.htm">Consent of BRS Engineering*</a> </TD></TR>
  <TR vAlign=top>
    <TD align=left bgcolor="#EEEEEE" ><a href="exhibit5-1.htm">99.3 </a></TD>
    <TD width="90%" align=left bgcolor="#EEEEEE"><a href="exhibit5-1.htm">Consent of Borden Ladner Gervais LLP * (contained
    in exhibit 5.1)</a></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left ><a href="exhibit99-4.htm">99.4 </a></TD>
    <TD align=left width="90%"><a href="exhibit99-4.htm">Press Release dated September
    14, 2016** </a></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left bgcolor="#EEEEEE" ><a href="exhibit99-5.htm">99.5 </a></TD>
    <TD align=left bgcolor="#EEEEEE"><a href="exhibit99-5.htm">Press Release dated September  15, 2016**</a></TD>
  </TR>
</TABLE>
<BR>
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  <TR>
    <TD vAlign=top width="5%">* </TD>
    <TD>
      <P align=justify>The foregoing Exhibits are hereby incorporated by
      reference into the Registrant&#146;s Registration Statement on Form S-3 (File
      No. 333-210782), filed with the SEC of May 5, 2016 and declared effective
      on May 5, 2016, pursuant to the United States Securities Act of 1933, as
      amended.</P></TD></TR>
  <TR>
    <TD vAlign=top width="5%">** </TD>
    <TD>
      <P align=justify>This Exhibit is intended to be furnished to, not filed
      with, the SEC.</P></TD></TR></TABLE><BR>
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<P align=center><B>SIGNATURES</B> </P>
<P align=justify>Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</P>
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  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%"><B>ENERGY FUELS INC.</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%">(Registrant) </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>Dated: September 16, 2016 </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="50%">By:
      <I>/s/ </I>David C. Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%">David C. Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%">Senior Vice President, General Counsel and
      Corporate </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%">Secretary </TD></TR></TABLE><BR>
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<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>exhibit1-1.htm
<DESCRIPTION>EXHIBIT 1.1
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<P align=center><B>UNDERWRITING AGREEMENT </B></P>
<P align=right>September <font face="Times New Roman">14</font>, 2016 </P>
<TABLE
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  <TR vAlign=top>
    <TD align=left>Energy Fuels Inc. </TD></TR>
  <TR vAlign=top>
    <TD align=left>225 Union Blvd., Suite 600 </TD></TR>
  <TR vAlign=top>
    <TD align=left>Lakewood, CO 80228 </TD></TR></TABLE>
<P align=justify>Attention: Mr. Stephen P. Antony, President and Chief Executive
Officer</P>
<P align=justify>Ladies and Gentlemen:</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cantor Fitzgerald Canada  Corporation (&ldquo;<b>CFCC</b>&rdquo;) and Rodman &amp; Renshaw  a unit of H.C. Wainwright &amp; Co., LLC&nbsp;  (together with CFCC,<b> </b>the  &ldquo;<b>Co-Lead Underwriter</b>s&rdquo;),<b> </b>together with      Haywood Securities Inc., Raymond James Ltd and Dundee Securities  Ltd. (collectively  with the Co-Lead Underwriters, the <b>&ldquo;Underwriters&rdquo;</b>),  understand that,  subject to the terms and conditions stated herein, Energy Fuels Inc., a company  continued under the <i>Business Corporations  Act</i> (Ontario)(the &ldquo;<b>Company</b>&rdquo;), proposes to issue and sell  to the Underwriters an aggregate of  5,555,556 units (the  &ldquo;<b>Firm</b> <b>Units</b>&rdquo;), each Firm Unit consisting of one common share in the capital of the Company (each  a <b>&ldquo;Unit Share</b>&rdquo; and collectively, the  &ldquo;<b>Unit Shares</b>&rdquo;) and one-half common  share purchase warrant in the capital of the Company (each a &ldquo;<b>Warrant</b>&rdquo; and collectively, the &ldquo;<b>Warrants</b>&rdquo;), with each whole Warrant  entitling the holder thereof to purchase one common share in the capital of the  Company (each a &ldquo;<b>Warrant Share</b>&rdquo; and  collectively, the &ldquo;<b>Warrant Shares</b>&rdquo;) at  any time prior to 5:00 p.m. (Toronto time) on the date that is   5 years following the First Closing Date (as  defined in Section&nbsp;2(3)) upon payment of the exercise  price of US  $2.45 per Warrant  Share. The Warrants will be issued pursuant a warrant indenture to be dated the  First Closing Date among the Company, CST Trust Company, as Canadian  warrant agent, and American Stock Transfer &amp; Trust Company, LLC, as U.S.  warrant agent, providing for the creation and issuance of the Warrants  (the &ldquo;<b>Warrant Indenture</b>&rdquo;). The Firm Units  will immediately separate into Unit Shares and Warrants upon closing of the  offering.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based  on the foregoing, and subject to the terms and conditions contained in this  Underwriting Agreement (this &ldquo;<b>Agreement</b>&rdquo;),  the Underwriters severally and not jointly, in respect of their percentages set  forth in Section&nbsp;9 hereof, agree to purchase from  the Company, and by its acceptance hereof, the Company agrees to sell to the  Underwriters, all but not less than all of the Firm Units on the First Closing  Date for a purchase price of US  $1.80 (the &ldquo;<b>Offering Price</b>&rdquo;) per Firm Unit, being an aggregate purchase price  of US  $10,000,000.80 against delivery of such Units. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In  addition, the Company proposes to grant to the Underwriters, in respect of  their percentages set forth in Section&nbsp;9 hereof, an option (the &ldquo;<b>Over-Allotment Option</b>&rdquo;), exercisable in  whole or in part at any time prior to 5:00 p.m. (Toronto time) on the day that  is the 30th day following the First Closing Date, to purchase up to an  additional  833,333 Units (the &ldquo;<b>Additional Units</b>&rdquo; and collectively with the Firm Units, the &ldquo;<b>Units</b>&rdquo;) each comprised of one common share (the &ldquo;<b>Additional Unit Shares</b>&rdquo;) and one half  of a Warrant (the &ldquo;<b>Additional Warrants</b>&rdquo;)  representing up to 15% of the aggregate number of Firm  Units, at the Offering Price and upon the terms and conditions set forth herein  for the purposes of covering over-allotments and for market stabilization  purposes. The additional common shares of the Company issuable upon the  exercise of Additional Warrants are hereinafter referred to as the &ldquo;<b>Additional Warrant Shares</b>&rdquo;. The  Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Offering Price; or (ii) Additional Unit  Shares at a price of US  $1.482 per  Additional Unit Share; or (iii) Additional Warrants at a price of US  $0.636 per  Additional Warrant; or (iv) any combination of Additional Unit Shares and/or Additional  Warrants so long as the aggregate number of Additional Unit Shares and Additional  Warrants that may be issued under the Over-Allotment Option does not exceed  833,333 Additional Unit Shares and  416,667 Additional Warrants. The Units, including the Unit Shares, the Warrant Shares, the Additional  Unit Shares, the Additional Warrant Shares, the Warrants, and the Additional  Warrants shall have the attributes described in and contemplated by the  Prospectuses which are referred to below.&nbsp; <b> </b></P>
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<P align=center>- 2 - </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Underwriters understand that the Company intends to allocate US  $1.482 of the  Offering Price as consideration for the issue of each Unit Share (including any  Additional Units Shares) and US  $0.318  of the Offering Price as consideration for the issue of each one-half Warrant  (including any Additional Warrants). </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any references to &#147;<B>Additional
Units</B>&#148; herein shall be construed as references to Additional Unit Shares
and/or Additional Warrants, as the context requires, based on whether or not the
Over-Allotment Option is exercised and the allocation of Additional Unit Shares
and/or Additional Warrants thereunder.</P>
<P align=justify><B>Section 1</B><B> </B><B>Background and
Interpretation.</B></P>
<P align=justify>(1) The Company has filed with the United States Securities and
Exchange Commission (the &#147;<B>SEC</B>&#148;) the Registration Statement (as defined in
Section 1(3)) under the United States Securities Act of 1933, as amended
(together with the rules and regulations promulgated thereunder, the
&#147;<B>Securities Act</B>&#148;), which became effective pursuant to Rule 461 under the
Securities Act on May 5, 2016 (the &#147;<B>Effective Date</B>&#148;), for the
registration under the Securities Act of up to US$100,000,000 of common shares,
warrants, rights, subscription receipts, preferred shares, debt securities and
units of the Company, including the Units. At the time of the filing of the
Registration Statement, the Company met the requirements of Form S-3 under the
Securities Act. Any reference in this Agreement to the Registration Statement,
the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus
Supplement (as defined in Section 1(3)) shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the United States Securities Exchange Act of 1934, as
amended (together with the rules and regulations promulgated thereunder, the
&#147;<B>Exchange Act</B>&#148;), on or before the date of this Agreement, or the issue
date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case
may be; and any reference in this Agreement to the terms &#147;amend,&#148; &#147;amendment&#148; or
&#147;supplement&#148; with respect to the Registration Statement, the Time of Sale
Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed
to refer to and include the filing of any document under the Exchange Act after
the date of this Agreement, or the issue date of the Time of Sale Prospectus or
the U.S. Prospectus, as the case may be, deemed to be incorporated therein by
reference or is otherwise deemed to be a part of or included therein, as the
case may be, by the Securities Act. All references in this Agreement to
financial statements and schedules and other information which is &#147;contained,&#148;
&#147;included,&#148; &#147;described,&#148; &#147;referenced,&#148; &#147;set forth&#148; or &#147;stated&#148; in the
Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus
(and all other references of like import) shall be deemed to mean and include
all such financial statements and schedules and other information which is or is
deemed to be incorporated by reference or is otherwise deemed to be a part of or
included in the Registration Statement, the Time of Sale Prospectus or the U.S.
Prospectus, as the case may be, by the Securities Act. No stop order suspending
the effectiveness of the Registration Statement or the use of the U.S.
Prospectus has been issued, and no proceeding for any such purpose is pending or
has been initiated or, to the Company's knowledge, is threatened by the SEC. The
Company will not, without the prior consent of the Co-Lead Underwriters,
prepare, use or refer to, any free writing prospectus.</P>
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<P align=justify>(2) The Company has prepared and filed with the securities
regulatory authorities (the &#147;<B>Canadian Commissions</B>&#148;) in each of the
provinces of Canada, other than Qu&#233;bec (the &#147;<B>Qualifying Jurisdictions</B>&#148;),
pursuant to the Shelf Procedures (as defined below), a preliminary short form
base shelf prospectus dated May 18, 2016 (the &#147;<B>Canadian Preliminary Base
Prospectus</B>&#148;), and a final short form base shelf prospectus, dated June 14,
2016 in respect of up to US$100,000,000 aggregate principal amount of common
shares, warrants, subscription receipts, preferred shares, debt securities and
units of the Company (collectively, the &#147;<B>Shelf Securities</B>&#148;) pursuant to
applicable securities laws of the Qualifying Jurisdictions and the respective
rules, regulations, blanket rulings, orders and notices made thereunder and the
local, uniform, national and multilateral instruments and policies adopted by
the Canadian Commissions in the Qualifying Jurisdictions (collectively, as
applied and interpreted, the &#147;<B>Canadian Securities Laws</B>&#148;). The Company
selected the Ontario Securities Commission (the &#147;<B>Reviewing Authority</B>&#148;) as
its principal regulator in respect of the offering of the Shelf Securities, and
the Reviewing Authority has issued a decision document (a &#147;<B>Decision
Document</B>&#148;) under National Policy 11-202 &#150; <I>Process for Prospectus Reviews
in Multiple Jurisdictions</I> on behalf of itself and the other Canadian
Commissions for each of the Canadian Preliminary Base Prospectus and the
Canadian Base Prospectus. The term &#147;<B>Canadian Base Prospectus</B>&#148; means the
final short form base shelf prospectus relating to the Shelf Securities,
including any documents incorporated therein by reference and the documents
otherwise deemed to be a part thereof or included therein pursuant to Canadian
Securities Laws, at the time the Reviewing Authority issued a Decision Document
with respect thereto in accordance with Canadian Securities Laws, including
National Instrument 44-101 &#150; Short Form Prospectus Distributions (&#147;<B>NI
44-101</B>&#148;) and National Instrument 44-102 &#150; <I>Shelf Distributions</I>
(together, the &#147;<B>Shelf Procedures</B>&#148;). The term &#147;<B>Canadian Prospectus</B>&#148;
means the final prospectus supplement relating to the offering then filed with
the Canadian Commissions in the Qualifying Jurisdictions in accordance with the
Shelf Procedures (the &#147;<B>Canadian Prospectus Supplement</B>&#148;), together with
the Canadian Base Prospectus, including all documents incorporated therein by
reference and the documents otherwise deemed to be a part thereof or included
therein pursuant to Canadian Securities Laws. All references in this Agreement
to financial statements and schedules or other information which is &#147;contained&#148;,
&#147;included&#148;, &#147;described&#148;, &#147;referenced&#148;, &#147;set forth&#148; or &#147;stated&#148; (or other
references of like import) shall be deemed to mean and include all such
financial statements and other information which is incorporated by reference in
or otherwise deemed by Canadian Securities Laws to be a part of or included in
the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus or the
Canadian Prospectus, as the case may be. All references in this Agreement to the
Canadian Preliminary Base Prospectus, the Canadian Base Prospectus and
the Canadian Prospectus or any amendments or supplements to any of the foregoing
(including any Supplementary Material) shall be deemed to include any copy
thereof filed with the Canadian Commissions pursuant to the System for
Electronic Document Analysis and Retrieval (SEDAR). </P>
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<P align=justify>(3) For the purpose of this Agreement, &#147;<B>Registration
Statement</B>&#148; means, collectively, the various parts of the registration
statement prepared and filed by the Company on Form S-3 (File No. 333-210782)
with respect to the registration of up to US$100,000,000 of common shares,
warrants, rights, subscription receipts, preferred shares, debt securities and
units of the Company, including the Units, at any given time each part as
amended or supplemented as of such time, including the U.S. base prospectus
filed by the Company with the SEC and contained in such registration statement
at the time it became effective (the &#147;<B>U.S. Base Prospectus</B>&#148;) and U.S.
Prospectus Supplement (defined in this Section) and all exhibits filed with or
incorporated by reference into such registration statement and the documents
otherwise deemed to be a part thereof or included therein by the Securities Act.
The prospectus supplement relating to the Units, to be filed with the SEC on or
about September 15<B></B>, 2016 pursuant to Rule 424(b) of the Securities Act
(the &#147;<B>U.S. Prospectus Supplement</B>&#148;) together with the U.S. Base Prospectus
is hereafter referred to as the &#147;<B>U.S. Prospectus</B>&#148;. The U.S. Base
Prospectus, as amended or supplemented immediately prior to the Applicable Time
(as defined below), is hereafter referred to as the &#147;<B>Time of Sale
Prospectus</B>&#148;.</P>
<P align=justify>(4) The U.S. Prospectus and the Canadian Prospectus are
hereinafter collectively sometimes referred to as the &#147;<B>Prospectuses</B>.&#148; The
U.S. Prospectus Supplement and the Canadian Prospectus Supplement are
hereinafter collectively sometimes referred to as the &#147;<B>Prospectus
Supplements</B>.&#148; </P>
<P align=justify>(5) Any amendment or supplement to the U.S. Prospectus or the
Canadian Prospectus (including any document incorporated by reference therein),
that may be filed by or on behalf of the Company with the Canadian Commissions
in the Qualifying Jurisdictions or with the SEC after the Canadian Prospectus
Supplement and the U.S. Prospectus Supplement have been filed and prior to the
expiry of the period of distribution of the Units, is referred to herein
collectively as the &#147;<B>Supplementary Material</B>.&#148; </P>
<P align=justify>(6) As used herein, the &ldquo;<b>Applicable Time</b>&rdquo; is <b> </b><b> </b><b> </b>5:00 p.m<b> </b>.<b> </b>(Toronto time) on the date of this Agreement.&nbsp; As used herein, a &ldquo;free writing prospectus&rdquo;  has the meaning set forth in Rule 405 under the Securities Act, and a &ldquo;<b>Time of Sale Disclosure Package</b>&rdquo; means the Time of Sale Prospectus  and any issuer free writing prospectuses and each  &ldquo;road show&rdquo; (as defined in Rule 433 under the Securities Act), if any, related  to the offering of the Units contemplated hereby that is a &ldquo;written  communication&rdquo; (as defined in Rule 405 under the Securities Act) (each such  road show, a &ldquo;<b>Road Show</b>&rdquo;).</P>
<P align=justify>(7) As used herein, the terms &#147;<B>Registration Statement</B>&#148;,
&#147;<B>Time of Sale Prospectus</B>&#148; and &#147;<B>U.S. Prospectus</B>&#148; shall include the
documents incorporated and deemed to be incorporated by reference therein
pursuant to Form S-3 that were filed with the SEC on or before the date of such
Registration Statement and Time of Sale Prospectus, as the case may be, and the
documents otherwise deemed to be a part thereof or included therein by the
Securities Act (the &#147;<B>Incorporated Documents</B>&#148;), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such
Incorporated Documents.</P>
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<P align=justify>(8) All references in this Agreement to the Registration
Statement, the Time of Sale Prospectus and the U.S. Prospectus shall include any
copy thereof filed with the SEC pursuant to its Electronic Data Gathering,
Analysis and Retrieval system (&#147;<B>EDGAR</B>&#148;). </P>
<P align=justify>(9) All references in this Agreement to &#147;<B>issuer free writing
prospectus</B>&#148; means any &#147;issuer free writing prospectus,&#148; as defined in Rule
433 of the Securities Act, relating to the Units that (i) is required to be
filed with the SEC by the Company, (ii) is a &#147;road show&#148; that is a &#147;written
communication&#148; within the meaning of Rule 433(d)(8)(i) of the 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) of the Securities Act because it contains a
description of the Units 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&#146;s records
pursuant to Rule 433(g) of the Securities Act under the rules and regulations of
the SEC. </P>
<P align=justify>(10) As used herein, &#147;<B>business day</B>&#148; shall mean a day on
which each of the NYSE MKT, LLC (&#147;<B>NYSE</B>&#148;) and the Toronto Stock Exchange
(&#147;<B>TSX</B>&#148; and together with the NYSE, the &#147;<B>Exchanges</B>&#148;) is open for
trading.</P>
<P align=justify>(11) The terms &#147;herein,&#148; &#147;hereof,&#148; &#147;hereto,&#148; &#147;hereinafter&#148; and
similar terms, as used in this Agreement, shall in each case refer to this
Agreement as a whole and not to any particular section, paragraph, sentence or
other subdivision of this Agreement. The term &#147;or&#148;, as used herein, is not
exclusive. </P>
<P align=justify>(12) As used herein, &#147;<B>Governmental Authority</B>&#148; means (i)
any federal, provincial, state, local, municipal, national or international
government or governmental authority, regulatory or administrative agency,
governmental commission, department, board, bureau, agency or instrumentality,
court, tribunal, arbitrator or arbitral body (public or private); (ii) any
self-regulatory organization; or (iii) any political subdivision of any of the
foregoing. </P>
<P align=justify>(13) As used herein, &#147;<B>Applicable Law</B>&#148; means any and all
laws, including all federal, provincial, state and local statutes, codes,
ordinances, guidelines, decrees, rules, regulations and municipal by- laws and
all judicial, arbitral, administrative, ministerial, departmental or regulatory
judgments, orders, directives, decisions, rulings or awards or other
requirements of any Governmental Authority, binding on or affecting the person
referred to in the context in which the term is used and rules, regulations and
policies of any stock exchange on which securities of the Company are listed for
trading. &#147;<B>U.S. Securities Laws</B>&#148; means all applicable securities laws in
the United States, including without limitation, the Securities Act, the
Exchange Act and the rules and regulations promulgated thereunder, and any
applicable state securities laws. </P>
<P align=justify>(14) As used herein, &#147;associate&#148;, &#147;misrepresentation&#148;,
&#147;material fact&#148;, and &#147;material change&#148; shall have the meanings given to such
terms under applicable Canadian Securities Laws, and the terms &#147;affiliate&#148; and
&#147;subsidiary&#148; shall have the meanings given to such terms in National Instrument
45-106 - <I>Prospectus Exemptions</I>. </P>
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<P align=justify>(15) The Underwriters shall offer the Units for sale to the
public directly and through other duly registered investment dealers and brokers
in the Qualifying Jurisdictions and the United States only as permitted by
Applicable Law and upon the terms and conditions set forth in the Prospectuses
and this Agreement. The Underwriters agree that they will not, directly or
indirectly, distribute the Registration Statement or the Prospectuses or publish
any prospectus, circular, advertisement or other offering material in any
jurisdiction other than the Qualifying Jurisdictions in accordance with Canadian
Securities Laws or such states of the United States in which the Units are duly
qualified under U.S. Securities Laws, in such manner as to require registration
of the Units or the filing of a prospectus or any similar document with respect
to the Units by the Company therein or subject the Company to ongoing periodic
reporting obligations in such jurisdiction pursuant to the securities laws of
such jurisdiction. The Underwriters agree that each of the Underwriters that is
not registered as a broker-dealer under Section 15 of the Exchange Act, will not
offer or sell any Units in, or to persons who are nationals or residents of, the
United States other than through one of its United States registered
broker-dealer affiliates or otherwise in compliance with Rule 15a-6 under the
Exchange Act. Sales of Units in the Qualifying Jurisdictions may be made only by
or through a dealer appropriately registered under applicable Canadian
Securities Laws or in circumstances where an exemption from the Canadian
registered dealer requirements is available. Notwithstanding the foregoing
provisions of this paragraph, an Underwriter will not be liable to the Company
under this Agreement with respect to a default by another Underwriter under this
paragraph. </P>
<P align=justify><B>Section 2</B><B> </B><B>Purchase, Sale, Payment and Delivery
of the Units.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby confirms its
agreement with the Underwriters concerning the purchase and sale of the Units as
follows: </P>
<P align=justify>(1) <B><I>Public Offering of the Units.</I></B> The Co-Lead
Underwriters hereby advise the Company that the Underwriters intend to offer for
sale to the public, on the terms set forth in the Time of Sale Prospectus and
each Prospectus, their respective portions of the Units as soon after this
Agreement has been executed as the Co-Lead Underwriters, in their sole judgment,
have determined is advisable and practicable. After the Underwriters have made a
reasonable effort to sell all of the Units at the Offering Price, the purchase
price of the Units may be decreased by the Underwriters and may be further
changed from time to time to an amount not greater than the Offering Price, and
the compensation realized by the Underwriters will be decreased by the amount
that the aggregate price paid by purchasers for the Units is less than the gross
proceeds paid by the Underwriters to the Company. </P>
<P align=justify>(2) <B><I>Underwriters&#146; Commission</I></B>. In consideration of
this Agreement, the Company agrees to pay to the Underwriters (a) at the First
Closing Date, an underwriting fee equal to 6.0% of the gross proceeds from the
sale of the Firm Units, and, if applicable (b) at the Option Closing Date (as
defined in Section 2(4)), an underwriting fee equal to 6.0% of the gross
proceeds from the sale of any Additional Units (the &#147;<B>Underwriters&#146;
Commission</B>&#148;). The Underwriters&#146; Commission may be deducted by the
Underwriters from the proceeds of sale of the Firm Units on the First Closing
Date or the proceeds of the sale of Additional Units on the Option Closing Date,
as applicable. In addition, the Company agrees to pay to the Underwriters, and
in the manner specified by the Co-Lead Underwriters, all fees, disbursements and expenses incurred by the Underwriters in
accordance with the provisions in Section 5 hereof.</P>
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<P align=justify>(3) <B><I>The First Closing Date in respect of the
Units</I></B>. Payment of the Offering Price for the Firm Units, and if
applicable, any Additional Units, shall be made to the Company by wire transfer
against delivery of the Unit Shares and, if applicable, Additional Unit Shares,
to the Co-Lead Underwriters on behalf of the Underwriters, through the
facilities of CDS Clearing and Depository Services Inc. (&#147;<B>CDS</B>&#148;) and/or
The Depository Trust Company (&#147;<B>DTC</B>&#148;) designated by the Underwriters, and
delivery to the Underwriters of Warrants, and if applicable, Additional Warrant
certificates, in such names and denominations as the Underwriters may request,
and such payment and delivery shall be made at 8:30 a.m. (Toronto time), on
September 20, 2016 (the &#147;<B>First Closing Date</B>&#148;) (unless another time shall
be agreed to by the Co-Lead Underwriters and the Company or unless postponed in
accordance with the provisions of Section 9 hereof). The Units, Unit Shares,
Additional Unit Shares, Warrants and Additional Warrants shall be registered in
such names and in such denominations as specified by the Co-Lead Underwriters on
behalf of the Underwriters. It is understood that the Co-Lead Underwriters have
been authorized, for their own accounts and the accounts of the non-defaulting
Underwriters, to accept delivery of and receipt for, and make payment of the
Offering Price for, the Units the Underwriters have agreed to purchase (subject
to such adjustment as the Co-Lead Underwriters may determine to eliminate
fractional shares and subject to adjustment in accordance with Section 9
hereof). The Co-Lead Underwriters, individually and not as the Co-Lead
Underwriters of the Underwriters, may (but shall not be obligated to) make
payment for any Units to be purchased by any Underwriter whose funds shall not
have been received by the Co-Lead Underwriters by the First Closing Date or the
applicable Option Closing Date, as the case may be, for the account of such
Underwriter, but any such payment shall not relieve such Underwriter from any of
its obligations under this Agreement. </P>
<P align=justify>(4) <B><I>The Additional Units and the Option Closing
Date</I></B>. In addition, the Company hereby grants to the  Underwriters the Over-Allotment Option to purchase, and upon the basis of the  representations and warranties and subject to the terms and conditions set  forth herein, the Underwriters shall have the right to purchase, severally and  not jointly, from the Company, all or a portion of the Additional Units as may  be necessary to cover over-allotments made in connection with the offering of  the Firm Units. The Over-Allotment Option may be exercised by the Underwriters  in respect of: (i) Additional Units at the Offering Price; or (ii) Additional  Unit Shares at a price of US  $1.482 per Additional Unit  Share; or (iii) Additional Warrants at a price of US  $0.636 per Additional Warrant;  or (iv) any combination of Additional Unit Shares and/or Additional Warrants so  long as the aggregate number of Additional Unit Shares and Additional Warrants  that may be issued under the Over-Allotment Option does not exceed  833,333  Additional Unit Shares and  416,667  Additional Warrants. The Over-Allotment  Option granted hereunder may be exercised at any time and from time to time in  whole or in part until the day that is the 30th day following the First Closing  Date upon notice by the Co-Lead Underwriters to the Company, which notice may  be given at any time prior to 5:00 p.m. (Toronto time) on the day that is the  28th day from the First Closing Date (the &ldquo;<b>Notice  of Exercise</b>&rdquo;). The Notice of Exercise shall set forth (i) the aggregate  number of Additional Units, Additional Unit Shares and/or Additional Warrants as  to which the Underwriters are exercising the Over-Allotment Option, (ii) the  names and denominations in which the Additional Units are to be registered  through the facilities of DTC and/or CDS, or otherwise, as applicable, (iii)  the names and denominations that any Additional Warrant certificates shall be  registered in, (iv) the time, date and place at which payment and delivery are  to be made in respect of the Additional Units (which time and date may be  simultaneous with, but not earlier than the First Closing Date; and in the  event that such time and date are simultaneous with the First Closing Date, the  term &ldquo;First Closing Date&rdquo; shall refer to the time and date of delivery of the  Firm Units and such Additional Units through the facilities of DTC or CDS). Any  such time and date of delivery, if subsequent to the First Closing Date, is  called an &ldquo;<b>Option Closing Date</b>&rdquo; and  shall be determined by the Co-Lead Underwriters and shall not be earlier than  two nor later than five full business days after the date of delivery of such  Notice of Exercise. If any Additional Units are to be purchased, each  Underwriter agrees, severally and not jointly, to purchase the number of  Additional Units (subject to such adjustment as the Co-Lead Underwriters may  determine to eliminate fractional units) that bears the same proportion to the  total number of Additional Units to be purchased as the number of Firm Units  set forth opposite the name of such Underwriter in Section&nbsp;9 hereof bears to the  total number of Firm Units subject to adjustment in accordance with Section&nbsp;9 hereof. </P>
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<P align=justify>(5) <B><I>Delivery of the Units and Closing Mechanics</I></B>.
The Company shall deliver, or cause to be delivered, to the Co-Lead Underwriters
for the accounts of the Underwriters, the Firm Units at the First Closing Date
against the irrevocable release of a wire transfer of immediately available
funds for the amount of the Offering Price therefor. The Company shall also
deliver, or cause to be delivered, to the Co-Lead Underwriters for the accounts
of the Underwriters, the Additional Units at the applicable Option Closing Date
against the irrevocable release of a wire transfer of immediately available
funds for the amount of the Offering Price therefor. The Units shall be
registered in such names and denominations as the Co-Lead Underwriters shall
have requested at least one full business day prior to the First Closing Date
(or the applicable Option Closing Date, as the case may be). Deliveries of the
documents described in Section 6 hereof with respect to the purchase of the
Units shall be made at the offices of Borden Ladner Gervais LLP in Toronto,
Ontario at 8:30 a.m. (Toronto time), or at such other place as the Co-Lead
Underwriters and the Company may agree, on the First Closing Date, or the Option
Closing Date, as the case may be. Time shall be of the essence, and delivery at
the time and place specified in this Agreement is a further condition to the
obligations of the Underwriters. </P>
<P align=justify><B>Section 3</B><B> </B><B>Representations and Warranties of
the Company.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby represents and
warrants to each Underwriter and Cantor Fitzgerald &amp; Co. (&#147;<B>CF US</B>&#148;),
as of the date of this Agreement, as of the First Closing Date and as of each
Option Closing Date, if any, and covenants with each Underwriter, as
follows:</P>
<TABLE
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    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Registration Statement. </I></B>The Registration
      Statement meets the requirements set forth in Rule 415(a)(1)(x) under the
      Securities Act and complies with said Rule and the U.S. Prospectus
      Supplement will meet the requirements set forth in Rule 424(b). The
      Company has advised the Co-Lead Underwriters of all further information
      (financial and other) with respect to the Company required to be set forth
      therein in the Registration Statement and U.S. Prospectus Supplement. The Registration
      Statement has become effective under the Securities Act. No stop order
      suspending the effectiveness of the Registration Statement is in effect
      and no proceedings for such purpose have been instituted or are pending
      or, to the knowledge of the Company, are contemplated or threatened by the
      SEC. The U.S. Prospectus when filed complied in all material respects with
      the Securities Act and is identical in all material respects to the copies
      thereof delivered to the Underwriters for use in connection with the offer
      and sale of the Units. Each of the Registration Statement and any
      post-effective amendment thereto, at the time each part thereof became
      effective pursuant to the Securities Act and at the First Closing Date and
      each Option Closing Date, complied and will comply in all material
      respects with the Securities Act and did not and, any amendment or
      supplement thereto, will 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 not misleading. As of the
      Applicable Time, the Time of Sale Disclosure Package did not, and at the
      time of the First Closing Date and each Option Closing Date, the Time of
      Sale Disclosure Package, as then amended or supplemented by the Company,
      if applicable, will not, contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading. The U.S. Prospectus, as amended or supplemented, as of its
      date and at the First Closing Date and each Option Closing Date, did not
      and will not contain any untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading. The representations and warranties set forth in the three
      immediately preceding sentences shall not apply to statements in, or
      omissions from, any such document made in reliance upon, and in conformity
      with, information furnished to the Company by the Underwriters
      specifically for use in the preparation thereof as set forth in Section
      10(2). There are no agreements, contracts, arrangements or understandings
      (written or oral) or other documents required to be described in the Time
      of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to
      the Registration Statement which have not been described or filed as
      required.</P></TD></TR></TABLE><BR>
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    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Compliance with Canadian Laws and Regulations.
      </I></B>The Company is eligible to use the Shelf Procedures. No cease
      trade order preventing or suspending the use of the Canadian Preliminary
      Base Prospectus or the Canadian Prospectus or preventing the distribution
      of the Units has been issued and no proceeding for that purpose has been
      initiated or, to the knowledge of the Company, threatened, by any of the
      Canadian Commissions; as of their respective dates, the Canadian
      Preliminary Base Prospectus and the Canadian Prospectus complied in all
      material respects with all applicable Canadian Securities Laws; each of
      the Canadian Commissions in the Qualifying Jurisdictions has issued or is
      deemed to have issued receipts for the Canadian Preliminary Base
      Prospectus and the Canadian Prospectus. On the First Closing Date and each
      Option Closing Date (i) the Canadian Prospectus will comply in all
      material respects with the Canadian Securities Laws and (ii) the Canadian
      Prospectus or any amendment or supplement thereto constituted at the
      respective dates thereof, and will constitute at the First Closing Date
      and each Option Closing Date full, true and plain disclosure of all
      material facts relating to the Units, that is required to be in the
      Canadian Prospectus, and did not at the respective dates thereof, and will
      not at the First Closing Date and each Option Closing Date contain a
      misrepresentation or an 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 the light of the circumstances under which they
      were made, not misleading. To its knowledge, the Company is not a &#147;related
      issuer&#148; or &#147;connected issuer&#148; (as those terms are defined in National
      Instrument 33-105 - <I>Underwriting Conflicts </I>of the Canadian
      Securities Administrators) of any of the Underwriters.</P></TD></TR></TABLE><BR>
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    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Reporting Issuer and TSX and NYSE Status.
      </I></B>The Company is a &#147;reporting issuer&#148; in the Qualifying
      Jurisdictions. The Company is in compliance in all material respects with
      the by-laws, rules and regulations of each of the Exchanges.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Short Form Eligibility. </I></B>The Company is
      eligible to file a prospectus in the form of a short form prospectus under
      NI 44-101.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify><B><I>Status under the Securities Act. </I></B>The
      Company was not and is not an &#147;ineligible issuer&#148; as defined in Rule 405
      under the Securities Act at the times specified in Rules 164 and 433 under
      the Securities Act in connection with the offering of the Units.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify><B><I>Incorporated Documents. </I></B>The documents
      incorporated or deemed to be incorporated by reference in the Prospectuses
      and the Registration Statement, when they were filed with the Canadian
      Commissions in each of the Qualifying Jurisdictions or the SEC under the
      Securities Act or the Exchange Act, conformed in all material respects to
      the requirements of the Canadian Securities Laws or U.S. Securities Laws,
      as applicable; and any further documents to be incorporated by reference
      in the Prospectuses or the Registration Statement subsequent to the
      effectiveness of the Registration Statement and prior to the completion of
      the distribution of the Units, when such documents are so filed, will
      conform in all material respects to the applicable requirements of
      Canadian Securities Laws and U.S. Securities Laws, as applicable, and will
      not contain a misrepresentation or an 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 the light of the
      circumstances under which they were made, not
misleading.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 11 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify><B><I>No Marketing Materials. </I></B>Other than the term
      sheet in respect of the offering and sale of Units dated September
      <font face="Times New Roman">14</font>,
      2016, the Company has not provided any &#147;marketing materials&#148; (as such term
      is defined in National Instrument 41-101 - <I>General Prospectus
    Requirements</I>) to any potential investors of Units.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify><B><I>No Conflicts. </I></B>Neither the execution of this
      Agreement, nor the issuance, offering or sale of the Units, nor the
      consummation of any of the transactions contemplated herein and therein,
      nor the compliance by the Company with the terms and provisions hereof and
      thereof will conflict with, or will result in a breach of, any of the
      terms and provisions of, or has constituted or will constitute a default
      under, or has resulted in or will result in the creation or imposition of
      any lien, charge or encumbrance upon any property or assets of the Company
      pursuant to the terms of any agreements, contracts, arrangements or
      understandings (written or oral) to which the Company may be bound or to
      which any of the property or assets of the Company is subject, except (i)
      such conflicts, breaches or defaults as may have been waived, and (ii)
      such conflicts, breaches and defaults that would not reasonably be
      expected to have a Material Adverse Effect (as defined below); nor will
      such action result (x) in any violation of the provisions of the
      organizational or governing documents of the Company, or (y) in any
      violation of the provisions of any statute or any order, rule or
      regulation applicable to the Company or of any Governmental Authority
      having jurisdiction over the Company, except such violations that would
      not reasonably be expected to have a Material Adverse Effect, either
      individually or in the aggregate.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify><B><I>No Misstatement or Omission in an Issuer Free
      Writing Prospectus or marketing materials. </I></B>Each issuer free
      writing prospectus and any marketing materials, as of its issue date and
      as of each Applicable Time, did not, does not and will not include any
      information that conflicted, conflicts or will conflict with the
      information contained in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, including any Incorporated Document deemed to be a part
      thereof that has not been superseded or modified. The foregoing sentence
      does not apply to statements in or omissions from any issuer free writing
      prospectus or any marketing materials made in reliance upon, and in
      conformity with, written information furnished to the Company by or on
      behalf of the Underwriters specifically for inclusion therein as
      contemplated by Section 10(2).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify><B><I>Reports and Documents, etc. </I></B>There are no
      reports or information of the Company or, to the knowledge of the Company,
      of any third party, that in accordance with the requirements of the
      Canadian Securities Laws or U.S. Securities Laws must be made publicly
      available in connection with the offering of the Units that have not been
      made publicly available as required. There are no documents of the Company
      or, to the knowledge of the Company, of any third party, required to be
      filed with the Canadian Commissions in the Qualifying Jurisdictions or with the
      SEC in the United States in connection with the Time of Sale Prospectus,
      the Canadian Prospectus and the U.S. Prospectus that have not been filed
      as required pursuant to the Canadian Securities Laws or U.S. Securities
      Laws, as applicable. There are no agreements, contracts, arrangements or
      understandings (written or oral) or other documents of the Company or, to
      the knowledge of the Company, of any third party, required to be described
      in the Time of Sale Prospectus, the Canadian Prospectus and the U.S.
      Prospectus which have not been described or filed as required pursuant to
      the Canadian Securities Laws or U.S. Securities Laws, as
  applicable.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 12 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify><B><I>Offering Materials Furnished to Underwriters.
      </I></B>The Company has delivered or will deliver on the First Closing
      Date to the Co-Lead Underwriters (or with respect to the Registration
      Statement, the Time of Sale Prospectus, the U.S. Prospectus, as amended or
      supplemented, and any free writing prospectus, made available on EDGAR)
      one complete manually signed copy of the Registration Statement and each
      consent and certificate of experts filed as a part thereof, and conformed
      copies (to the extent such documents contain signatures) of the
      Registration Statement, the Time of Sale Prospectus, the Canadian
      Prospectus and the U.S. Prospectus, as amended or supplemented, and any
      free writing prospectus reviewed and consented to by the Co-Lead
      Underwriters, in such quantities and at such places as the Co-Lead
      Underwriters have reasonably requested for each of the
  Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify><B><I>Warrants</I></B>. The Warrants and Additional
      Warrants have been duly and validly created and the Warrant Shares and the
      Additional Warrant Shares have been authorized and allotted for issuance
      and upon the payment therefor and the issue thereof upon exercise of the
      Warrants and Additional Warrant Shares in accordance with the provisions
      of the Warrant Indenture, the Warrant Shares and the Additional Warrant
      Shares will be validly issued as fully paid and non-assessable common
      shares of the Company (the &#147;<B>Common Shares</B>&#148;).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(m) </TD>
    <TD>
      <P align=justify><B><I>Corporate Action</I></B>. All necessary corporate
      action has been taken by the Company to authorize the issuance, sale and
      delivery of the Unit Shares, the Warrants, the Warrant Shares, the
      Additional Unit Shares, the Additional Warrants and the Additional Warrant
      Shares, on the terms set forth in this Agreement, and, if applicable, each
      certificate representing the Warrants and the Additional Warrants (the
      &#147;<B>Warrant Certificates</B>&#148;) will be, a valid and binding obligation of
      the Company enforceable against the Company in accordance with its terms,
      subject to bankruptcy, insolvency, moratorium or similar laws affecting
      creditors&#146; rights generally and, except as limited by the application of
      equitable remedies, which may be granted in the discretion of a court of
      competent jurisdiction, and that enforcement of the rights to indemnity
      and contribution set out in this Agreement may be limited by Applicable
      Law.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 13 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(n) </TD>
    <TD>
      <P align=justify><B><I>Distribution of Offering Material by the Company.
      </I></B>The Company has not distributed and will not distribute, prior to
      the completion of the Underwriters&#146; distribution of the Units, any
      offering material in connection with the offering and sale of the Units
      other than the Time of Sale Prospectus, the Canadian Prospectus, the U.S.
      Prospectus, any free writing prospectus reviewed and consented to by the
      Co-Lead Underwriters on behalf of the Underwriters, or the Registration
      Statement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(o) </TD>
    <TD>
      <P align=justify><B><I>Authorization; Enforceability. </I></B>The Company
      has full corporate right, power and authority to enter into this Agreement
      and perform the transactions contemplated hereby. This Agreement has been
      duly authorized, executed and delivered by the Company and is a legal,
      valid and binding agreement of the Company enforceable in accordance with
      its terms, except to the extent that enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors&#146; rights generally and by general equitable
      principles.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(p) </TD>
    <TD>
      <P align=justify><B><I>No Material Adverse Effect. </I></B>Subsequent to
      the respective dates as of which information is given in the Registration
      Statement or included or incorporated by reference in the Time of Sale
      Prospectus and the Prospectuses, if any (including any document deemed
      incorporated by reference therein), there has not been (i) any Material
      Adverse Effect, (ii) any transaction which is material to the Company and
      the Material Subsidiaries taken as a whole, (iii) any obligation or
      liability, direct or contingent (including any off-balance sheet
      obligations), incurred by the Company or any Material Subsidiary, which is
      material to the Company and the Material Subsidiaries taken as a whole,
      (iv) any material change in the capital stock or outstanding long-term
      indebtedness of the Company or any of the Material Subsidiaries or (v) any
      dividend or distribution of any kind declared, paid or made on the capital
      stock of the Company or any Material Subsidiary, other than in each case
      above in the ordinary course of business or as otherwise disclosed in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(q) </TD>
    <TD>
      <P align=justify><B><I>Independent Accountants. </I></B>KPMG LLP, who have
      delivered their report with respect to the audited Financial Statements
      (as defined below and which term as used in this Agreement includes the
      related notes thereto) filed with the SEC as a part of the Registration
      Statement and included in the Time of Sale Prospectus, the Canadian
      Prospectus and the U.S. Prospectus (each, an &#147;<B>Applicable
      Prospectus</B>&#148; and collectively, the &#147;<B>Applicable Prospectuses</B>&#148;),
      are independent public, certified public or chartered accountants as
      required by the Securities Act, the Exchange Act and applicable Canadian
      Securities Laws. There has not been any &#147;reportable event&#148; (as that term
      is defined in National Instrument 51-102 Continuous Disclosure Obligations
      of the Canadian Securities Administrators) with KPMG LLP or any other
      prior auditor of the Company or any of its Material Subsidiaries. To the
      Company&#146;s knowledge, after due and careful inquiry, KPMG LLP is not
    in violation of the auditor independence requirements of the
      Sarbanes-Oxley Act of 2002.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 14 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(r) </TD>
    <TD>
      <P align=justify><B><I>Enforceability of Agreements. </I></B>All
      agreements between the Company and third parties expressly referenced in
      the Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses are legal, valid and binding
      obligations of the Company enforceable in accordance with their respective
      terms, except to the extent that (i) enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors&#146; rights generally and by general equitable principles,
      and (ii) the indemnification provisions of certain agreements may be
      limited by Applicable Law or public policy considerations in respect
      thereof, and except for any other potentially unenforceable term that,
      individually or in the aggregate, would not reasonably be expected to be
      material to the Company.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(s) </TD>
    <TD>
      <P align=justify><B><I>Financial Information. </I></B>The consolidated
      financial statements of the Company filed with the SEC as a part of the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, together with the related
      notes and schedules (the &#147;<B>Financial Statements</B>&#148;), present fairly,
      in all material respects, the consolidated financial position of the
      Company and the Material Subsidiaries as of the dates indicated and the
      consolidated statements of comprehensive loss, shareholders&#146; equity and
      cash flows of the Company for the periods specified. Such Financial
      Statements conform in all material respects with United States generally
      accepted accounting principles (<B>&#147;GAAP</B>&#148;) where noted, applied on a
      consistent basis during the periods involved. The other financial and
      statistical data with respect to the Company and the Material Subsidiaries
      contained or incorporated by reference in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, are accurately and fairly presented in all material
      respects and prepared on a basis consistent with the financial statements
      and books and records of the Company; there are no financial statements
      (historical or pro forma) that are required to be included or incorporated
      by reference in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses that are not
      included or incorporated by reference as required; the Company and the
      Material Subsidiaries do not have any material liabilities or obligations,
      direct or contingent (including any off-balance sheet obligations), not
      described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses and all
      disclosures contained or incorporated by reference therein; and no other
      financial statements are required to be set forth or to be incorporated by
      reference in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the
  Prospectuses.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 15 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(t) </TD>
    <TD>
      <P align=justify><B><I>Statistical, Industry-Related and Market-Related
      Data</I></B>. The statistical, industry-related and market-related data
      included in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, are based
      on or derived from sources that the Company reasonably believes are
      reliable and accurate.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(u) </TD>
    <TD>
      <P align=justify><B><I>Organization</I></B>. The Company and each of its
      Material Subsidiaries are, and will be, duly organized, validly existing
      as a corporation and in good standing (where such concept is recognized)
      under the laws of their respective jurisdictions of organization. The
      Company and each of the Material Subsidiaries are, and will be, duly
      licensed or qualified as a foreign corporation for transaction of business
      and in good standing under the laws of each other jurisdiction in which
      their respective ownership or lease of property or the conduct of their
      respective businesses requires such license or qualification, and have all
      corporate power and authority necessary to own or hold their respective
      properties and to conduct their respective businesses as described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, except where the failure to
      be so qualified or in good standing or have such power or authority would
      not, individually or in the aggregate, have a material adverse effect or
      would reasonably be expected to have a material adverse effect on or
      affecting the assets, business, operations, earnings, properties,
      condition (financial or otherwise), shareholders&#146; equity or results of
      operations of the Company and the Material Subsidiaries taken as a whole,
      or prevent or materially interfere with consummation of the transactions
      contemplated hereby (a &#147;<B>Material Adverse Effect</B>&#148;).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(v) </TD>
    <TD>
      <P align=justify><B><I>Subsidiaries</I></B>. The subsidiaries of the
      Company listed in Schedule &#147;A&#148; (individually a &#147;<B>Material
      Subsidiary</B>&#148; and collectively, the &#147;<B>Material Subsidiaries</B>&#148;),
      include all of the Company&#146;s significant subsidiaries (as such term is
      defined in Rule 1-02 of Regulation S-X promulgated by the SEC). Except as
      set forth in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus or the Prospectuses, the Company
      owns, directly or indirectly, all of the equity interests of the Material
      Subsidiaries free and clear of any lien, charge, security interest,
      encumbrance, right of first refusal or other restriction, and all the
      equity interests of the Material Subsidiaries are validly issued and are
      fully paid, non-assessable and free of preemptive and similar
    rights.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(w) </TD>
    <TD>
      <P align=justify><B><I>Minute Books</I></B>. Since January 1, 2014, all
      existing minute books of the Company and each of the Material
      Subsidiaries, including all existing records of all meetings and actions
      of the board of directors (including, the Audit, Compensation and
      Governance and Nominating Committees and other board committees) and
      securityholders of the Company (collectively, the &#147;<B>Corporate
      Records</B>&#148;) have been made available to the Underwriters and their
      counsel, and all such Corporate Records are complete in all material
      respects (except in respect of minutes for Board and Committee
    meetings since March 31, 2016 that are not yet available in draft
      form or otherwise, in which case agendas and handwritten notes of the
      business conducted at such meetings have been made available for review by
      the Underwriters). There are no transactions, agreements or other actions
      of the Company or any of the Material Subsidiaries that are required to be
      recorded in the Corporate Records that are not properly approved and/or
      recorded in the Corporate Records. All required filings have been made
      with the appropriate Governmental Authorities in the Province of Ontario
      in a timely fashion under the <I>Business Corporations Act </I>(Ontario),
      except for such filings where the failure to file would not have a
      Material Adverse Effect, either individually or in the
aggregate.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 16 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">(x) </TD>
    <TD>
      <P align=justify><B><I>No Violation or Default. </I></B>Neither the
      Company nor any of the Material Subsidiaries is (i) in violation of its
      articles or by-laws or similar organizational documents; (ii) except as
      are disclosed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, in
      violation or default, and no event has occurred that, with notice or lapse
      of time or both, would constitute such a violation or default, in the due
      performance or observance of any term, covenant or condition contained in
      any indenture, mortgage, deed of trust, loan agreement or other agreement
      or instrument to which the Company or any of the Material Subsidiaries is
      a party or by which the Company or any of the Material Subsidiaries is
      bound or to which any of the property or assets of the Company or any of
      the Material Subsidiaries are subject; or (iii) except as disclosed in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, in violation of any
      Applicable Law, except in the case of each of clauses (ii) and (iii)
      above, for any such violation or default that would not, individually or
      in the aggregate, have a Material Adverse Effect. To the Company&#146;s
      knowledge, no other party under any material agreements, contracts,
      arrangements or understandings (written or oral) to which it or any of the
      Material Subsidiaries is a party is in violation or default in any respect
      thereunder where such violation or default would have a Material Adverse
      Effect.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">(y) </TD>
    <TD>
      <P align=justify><B><I>Disclosures. </I></B>The Company and each
      of the Material Subsidiaries (other than Material Subsidiaries acquired
      not more than 365 days prior to the Evaluation Date, as defined below)
      maintain systems of internal accounting controls applicable under GAAP in
      applicable periods, or sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management&#146;s general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with GAAP and to
      maintain asset accountability; (iii) access to assets is permitted only in
      accordance with management&#146;s general or specific authorization; and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences. The Company&#146;s internal control over financial
      reporting is effective and the Company is not aware of any material weaknesses in its internal control
      over financial reporting. Since the date of the latest audited financial
      statements of the Company included or incorporated by reference in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, there has been no change in
      the Company&#146;s internal control over financial reporting that has
      materially affected, or is reasonably likely to materially affect, the
      Company&#146;s internal control over financial reporting. The Company has
      established disclosure controls and procedures (as defined in Exchange Act
      Rules 13a-15 and 15d-15) for the Company and designed such disclosure
      controls and procedures to ensure that material information relating to
      the Company and each of the Material Subsidiaries is made known to the
      certifying officers by others within those entities, particularly during
      the period in which the Company&#146;s Annual Report on Form 10-K, is being
      prepared or during the period in which financial statements will be filed
      with the SEC on Form 10-Q. The Company&#146;s certifying officers have
      evaluated the effectiveness of the Company&#146;s controls and procedures as of
      December 31, 2015 (such date, the <B>&#147;Evaluation Date</B>&#148;). The Company
      presented in its Annual Report on Form 10-K for the fiscal year most
      recently ended the conclusions of the certifying officers about the
      effectiveness of the disclosure controls and procedures based on their
      evaluations as of the Evaluation Date and the disclosure controls and
      procedures are effective. Since the Evaluation Date, there have been no
      significant changes in the Company&#146;s internal controls (as such term is
      defined in Item 307(b) of Regulation S-K under the Securities Act) or, to
      the Company&#146;s knowledge, in other factors that could significantly affect
      the Company&#146;s internal controls, except that the Company has limited the
      scope of its disclosure controls and procedures and internal control over
      financial reporting for its quarter ended June 30, 2016 to exclude
      controls, policies and procedures of a business that the Company acquired
      not more than 365 days before the last day of the period covered by the
    interim filing.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 17 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(z) </TD>
    <TD>
      <P align=justify><B><I>Capitalization. </I></B>The issued and outstanding
      Common Shares have been validly issued, are fully paid and non-assessable
      and are not subject to any preemptive rights, rights of first refusal or
      similar rights. The Company has an authorized, issued and outstanding
      capitalization as set forth in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses as of the dates referred to therein (other than the grant of
      additional options under the Company&#146;s existing stock option plans, or
      changes in the number of outstanding Common Shares of the Company due to
      the issuance of shares upon the exercise or conversion of securities
      exercisable for, or convertible into, Common Shares outstanding on the
      date hereof) and such authorized capital stock conforms in all material
      respects to the description thereof set forth in the Registration
      Statement or included or incorporated by reference in the Time of Sale
      Prospectus and the Prospectuses. The description of the securities of the
      Company in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses is complete
      and accurate in all material respects. Except as disclosed in or contemplated
      by the Registration Statement or included or incorporated by reference in
      the Time of Sale Prospectus and the Prospectuses, as of the date referred
      to therein, the Company does not have outstanding any options to purchase,
      or any rights or warrants to subscribe for, or any securities or
      obligations convertible into, or exchangeable for, or any contracts or
      commitments to issue or sell, any Common Shares or other
  securities.</P></TD></TR></TABLE><BR>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(aa) </TD>
    <TD>
      <P align=justify><B><I>No Applicable Registration or Other Similar Rights.
      </I></B>There are no persons with registration or other similar rights to
      have any equity or debt securities registered or qualified for sale under
      the Registration Statement or the Canadian Prospectus or included in the
      offering contemplated by this Agreement who have not waived such rights in
      writing (including electronically) prior to the execution of this
      Agreement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(bb) </TD>
    <TD>
      <P align=justify><B><I>No Consents Required. </I></B>No consent, approval,
      authorization, order, registration or qualification of or with
      Governmental Authority is required for the execution, delivery and
      performance by the Company of this Agreement, the issuance and sale by the
      Company of the Units, except for (i) the qualification of the Units for
      distribution in the United States from the Canadian Commissions; and (ii)
      such consents, approvals, authorizations, orders and registrations or
      qualifications as may be required under applicable U.S. federal and state
      securities laws or by the bylaws and rules of the Financial Industry
      Regulatory Authority, Inc. (&#147;<B>FINRA</B>&#148;) or the SEC in connection with
      the sale of the Units by the Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(cc) </TD>
    <TD>
      <P align=justify><B><I>No Preferential Rights. </I></B>Except as set forth
      in the Registration Statement or included or incorporated by reference in
      the Time of Sale Prospectus and the Prospectuses, (i) and except pursuant
      to options to purchase Common Shares pursuant to outstanding options,
      restricted stock units, warrants or convertible debentures, no person, as
      such term is defined in Rule 1-02 of Regulation S-X promulgated under the
      Securities Act (each, a &#147;<B>Person</B>&#148;), has the right, contractual or
      otherwise, to cause the Company to issue or sell to such Person any Common
      Shares or other securities of the Company, (ii) no Person has any
      preemptive rights, resale rights, rights of first refusal, or any other
      rights (whether pursuant to a &#147;poison pill&#148; provision or otherwise) to
      purchase any Common Shares or other securities of the Company, (iii) no
      Person has the right to act as an underwriter or as a financial advisor to
      the Company in connection with the offer and sale of the Units, and (iv)
      no Person has the right, contractual or otherwise, to require the Company
      to register under the Securities Act or qualify for distribution under
      Canadian Securities Laws any Common Shares or other securities of the
      Company, or to include any such Common Shares or other securities in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, whether as a result of the
      filing or effectiveness of the Registration Statement, the Prospectuses
      (or documents incorporated by reference therein) or the sale of the
      Units as contemplated thereby or otherwise.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 19 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(dd) </TD>
    <TD>
      <P align=justify><B><I>Forward-Looking Information. </I></B>No
      forward-looking statement (within the meaning of Section 27A of the
      Securities Act and Section 21E of the Exchange Act and no forward-looking
      information within the meaning of Section 1(1) of the Ontario Securities
      Act) contained or incorporated by reference in the Registration Statement,
      the Prospectuses or the Time of Sale Prospectuses has been made or
      reaffirmed without a reasonable basis or has been disclosed other than in
      good faith.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ee) </TD>
    <TD>
      <P align=justify><B><I>Certificates. </I></B>The form of certificates
      representing the Unit Shares, the Warrants, the Warrant Shares, the
      Additional Unit Shares, the Additional Warrants and the Additional Warrant
      Shares, to the extent that physical certificates are issued for such
      securities, will be in due and proper form and conform to the requirements
      of the <I>Business Corporations Act </I>(Ontario), the articles of
      incorporation of the Company and applicable requirements of the TSX, NYSE,
      DTC and CDS or will have been otherwise approved by the TSX and NYSE, if
      required, and will have been made eligible by DTC and CDS.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ff) </TD>
    <TD>
      <P align=justify><B><I>Transfer Agent. </I></B>CST Trust Company has been
      duly appointed as registrar and transfer agent for the Common
    Shares.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(gg) </TD>
    <TD>
      <P align=justify><B><I>Warrant Agents. </I></B>CST Trust Company has been
      duly appointed as Canadian warrant agent for the Warrants. American Stock
      Transfer &amp; Trust Company, LLC has been duly appointed as U.S. warrant
      agent for the Warrants.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(hh) </TD>
    <TD>
      <P align=justify><B><I>No Litigation</I></B>. There are no legal,
      governmental or regulatory actions, suits or proceedings pending, nor, to
      the Company&#146;s knowledge, any legal, governmental or regulatory audits or
      investigations, to which the Company or a Subsidiary is a party or to
      which any property of the Company or any of the Material Subsidiaries is
      the subject that, individually or in the aggregate, if determined
      adversely to the Company or any of the Material Subsidiaries, could
      reasonably be expected to have a Material Adverse Effect or materially and
      adversely affect the ability of the Company to perform its obligations
      under this Agreement; except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, to the Company&#146;s knowledge, no such actions, suits or
      proceedings are threatened or contemplated by any Governmental Authority
      or threatened by others; and (i) there are no current or pending audits or
      investigations, actions, suits or proceedings by or before any
      Governmental Authority that are required under the Securities Act or
      Canadian Securities Laws to be described in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses that are not so described; and (ii) there are no
      agreements, contracts, arrangements or understandings (written or oral) or
      other documents that are required under the Securities Act to be filed as
      exhibits to the Registration Statement that are not so
  filed.</P></TD></TR></TABLE><BR>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify><B><I>Labor Disputes. </I></B>No labor disturbance by or
      dispute with employees of the Company or any of the Material Subsidiaries
      exists or, to the knowledge of the Company, is threatened that could
      reasonably be expected to have a Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(jj) </TD>
    <TD>
      <P align=justify><B><I>Local Disputes. </I></B>Except as set forth in the
      Registration Statement and the Prospectuses, no dispute between the
      Company and any local, native or indigenous group exists, or to the
      Company&#146;s knowledge, is threatened or imminent with respect to any of the
      Company&#146;s properties or exploration activities that could reasonably be
      expected to have a Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(kk) </TD>
    <TD>
      <P align=justify><B><I>Proposed Acquisition</I></B>. Except as described
      in the Registration Statement or included or incorporated by reference in
      the Time of Sale Prospectus and the Prospectuses, there are no material
      agreements, contracts, arrangements or understandings (written or oral)
      with any persons relating to the acquisition or proposed acquisition by
      the Company or its Material Subsidiaries of any material interest in any
      business (or part of a business) or corporation, nor are there any other
      specific contracts or agreements (written or oral) in respect of any such
      matters in contemplation.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ll) </TD>
    <TD>
      <P align=justify><B><I>Intellectual Property Rights</I></B>. Except as
      disclosed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, the Company
      and the Material Subsidiaries own, possess, license or have other rights
      to use all foreign and domestic patents, patent applications, trade and
      service marks, trade and service mark registrations, trade names,
      copyrights, licenses, inventions, trade secrets, technology, Internet
      domain names, know-how and other intellectual property (collectively, the
      &#147;<B>Intellectual Property</B>&#148;), necessary for the conduct of their
      respective businesses as now conducted except to the extent that the
      failure to own, possess, license or otherwise hold adequate rights to use
      such Intellectual Property would not, individually or in the aggregate,
      have a Material Adverse Effect. Except as disclosed in the Registration
      Statement or included or incorporated by reference in the Time of Sale
      Prospectus and the Prospectuses (a) there are no rights of third parties
      to any such Intellectual Property owned by the Company and the Material
      Subsidiaries; (b) to the Company&#146;s knowledge, there is no infringement by
      third parties of any such Intellectual Property; (c) there is no pending
      or, to the Company&#146;s knowledge, threatened action, suit, proceeding or
      claim by others challenging the Company&#146;s and the Material Subsidiaries&#146;
      rights in or to any such Intellectual Property, and the Company is unaware
      of any facts which could form a reasonable basis for any such action,
      suit, proceeding or claim; (d) there is no pending or, to the Company&#146;s
      knowledge, threatened action, suit, proceeding or claim by others
      challenging the validity or scope of any such Intellectual Property; (e)
      there is no pending or, to the Company&#146;s knowledge, threatened action,
      suit, proceeding or claim by others that the Company and the Material
      Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other
      proprietary rights of others; (f) to the Company&#146;s knowledge, there is no
      third-party U.S. patent or published U.S. patent application which
      contains claims for which an Interference Proceeding (as defined in 35
      U.S.C. &#167; 135) has been commenced against any patent or patent application
      described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, as being
      owned by or licensed to the Company; and (g) the Company and the Material
      Subsidiaries have complied with the terms of each agreement pursuant to
      which Intellectual Property has been licensed to the Company or such
      Material Subsidiary, and all such agreements are in full force and effect,
      except, in the case of any of clauses (a)-(g) above, for any such
      infringement by third parties or any such pending or threatened suit,
      action, proceeding or claim as would not, individually or in the
      aggregate, result in a Material Adverse Effect.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(mm) </TD>
    <TD>
      <P align=justify><B><I>Market Capitalization</I></B>. At the time the
      Registration Statement was originally declared effective, and at the time
      the Company's most recent Annual Report on Form 10-K was filed with the
      SEC, the Company met the then applicable requirements for the use of Form
      S-3 under the Securities Act, including, but not limited to, General
      Instruction I.B.1 of Form S-3. The Company is not a shell company (as
      defined in Rule 405 under the Securities Act) and has not been a shell
      company for at least 12 calendar months previously and if it has been a
      shell company at any time previously, has filed current Form 10
      information (as defined in Instruction I.B.6 of Form S-3) with the
      Commission at least 12 calendar months previously reflecting its status as
      an entity that is not a shell company.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(nn) </TD>
    <TD>
      <P align=justify><B><I>No Material Defaults. </I></B>Neither the Company
      nor any of the Material Subsidiaries has defaulted on any installment on
      indebtedness for borrowed money or on any rental on one or more long-term
      leases, which defaults, individually or in the aggregate, would have a
      Material Adverse Effect. The Company has not filed a report pursuant to
      Section 13(a) or 15(d) of the Exchange Act since the filing of its last
      Annual Report on Form 10-K, indicating that it (i) has failed to pay any
      dividend or sinking fund installment on preferred stock or (ii) has
      defaulted on any installment on indebtedness for borrowed money or on any
      rental on one or more long-term leases, which defaults, individually or in
      the aggregate, would have a Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(oo) </TD>
    <TD>
      <P align=justify><B><I>Certain Market Activities</I></B>. Neither the
      Company, nor any of the Material Subsidiaries, nor to the knowledge of the
      Company any of their respective directors or officers has taken, directly
      or indirectly, any action designed, or that has constituted or might
      reasonably be expected to cause or result in, under the Exchange Act,
      Canadian Securities Laws or otherwise, the stabilization, maintenance or
      manipulation of the price of any security of the Company to facilitate the
      sale or resale of the Units.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(pp) </TD>
    <TD>
      <P align=justify><B><I>Title to Real and Personal Property</I></B>. Except
      as set forth in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, the Company
      and the Material Subsidiaries have good and marketable title in fee simple
      to all items of real property owned by them, good and valid title to all
      personal property described in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses as being owned by them that are material to the businesses of
      the Company or such Material Subsidiary, in each case free and clear of
      all liens, encumbrances and claims, except those that (i) do not
      materially interfere with the use made and proposed to be made of such
      property by the Company and any of the Material Subsidiaries or (ii) would
      not, individually or in the aggregate, have a Material Adverse Effect. Any
      real or personal property described in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses as being leased by the Company and any of the Material
      Subsidiaries is held by them under valid, existing and enforceable leases,
      except those that (A) do not materially interfere with the use made or
      proposed to be made of such property by the Company or any of the Material
      Subsidiaries or (B) would not, individually or in the aggregate, have a
      Material Adverse Effect. Each of the properties of the Company and the
      Material Subsidiaries complies with all applicable codes and Applicable
      Laws (including, without limitation, building and zoning codes, laws and
      regulations and laws relating to access to such properties), except if and
      to the extent disclosed in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses or except for such failures to comply that would not,
      individually or in the aggregate, interfere in any material respect with
      the use made and proposed to be made of such property by the Company and
      the Material Subsidiaries or otherwise have a Material Adverse Effect.
      None of the Company or the Material Subsidiaries has received from any
      Governmental Authorities any notice of any condemnation of, or zoning
      change affecting, the properties of the Company and the Material
      Subsidiaries, and the Company knows of no such condemnation or zoning
      change which is threatened, except for such that would not interfere in
      any material respect with the use made and proposed to be made of such
      property by the Company and the Material Subsidiaries or otherwise have a
      Material Adverse Effect, individually or in the aggregate.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(qq) </TD>
    <TD>
      <P align=justify><B><I>Mining Rights. </I></B>The White Mesa Mill, Henry
      Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Mine,
      Sheep Mountain Project, La Sal Project, Nichols Ranch Project and Alta
      Mesa ISR Project, as described in the Registration Statement or included
      or incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses (collectively, the &#147;<B>Material Properties</B>&#148;) are the only
      resource properties currently material to the Company in which the Company
      or the Material Subsidiaries have an interest; the Company or through the
      Material Subsidiaries, hold either freehold title, mining leases, mining
      concessions, mining claims, exploration permits, prospecting permits or
      participant interests or other conventional property or proprietary interests or
rights, recognized in the jurisdiction in which the Material Properties are
located, in respect of the ore bodies and minerals located on the Material
Properties in which the Company (through the applicable Material Subsidiary) has
an interest under valid, subsisting and enforceable title documents or other
recognized and enforceable agreements, contracts, arrangements or
understandings, sufficient to permit the Company (through the applicable
Material Subsidiary) to explore for and exploit the minerals relating thereto;
all leases or claims and permits relating to the Material Properties in which
the Company (through the applicable Material Subsidiary) has an interest or
right have been validly located and recorded in accordance with all Applicable
Laws and are valid and subsisting; except as disclosed in the Registration
Statement or included or incorporated by reference in the Time of Sale
Prospectus and the Prospectuses, the Company (through the applicable Material
Subsidiary) has all necessary surface rights, access rights and other necessary
rights and interests relating to the Material Property in which the Company
(through the applicable Material Subsidiary) has an interest granting the
Company (through the applicable Material Subsidiary) the right and ability to
explore for and exploit minerals, ore and metals for development and production
purposes as are appropriate in view of the rights and interest therein of the
Company or the applicable Material Subsidiary, with only such exceptions as do
not materially interfere with the current use made by the Company or the
applicable Material Subsidiary of the rights or interest so held, and each of
the proprietary interests or rights and each of the agreements, contracts,
arrangements or understandings and obligations relating thereto referred to
above is currently in good standing in all respects in the name of the Company
or the applicable Material Subsidiary; except as disclosed in the Prospectuses,
the Company and the Material Subsidiaries do not have any responsibility or
obligation to pay any commission, royalty, license, fee or similar payment to
any person with respect to the property rights thereof, except where such fee or
payment would not have a Material Adverse Effect, either individually<B><I>
</I></B>or in the aggregate;<B><I> </I></B></P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_23></A>
<P align=center>- 23 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the Company or the applicable Material Subsidiary holds
      direct interests in the Material Properties, as described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses (the &#147;<B>Project
      Rights</B>&#148;), under valid, subsisting and enforceable agreements or
      instruments, and all such agreements and instruments in connection with
      the Project Rights are valid and subsisting and enforceable in accordance
      with their terms;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>the Company and the Material Subsidiaries have identified
      all the material permits, certificates, and approvals (collectively, the
      &#147;<B>Permits</B>&#148;) which are or will be required for the exploration,
      development and eventual or actual operation of the Material Properties,
      which Permits include but are not limited to environmental assessment
      certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local,
      provincial, state and federal approvals; and, except as disclosed in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, the appropriate Permits have
      either been received, applied for, or the processes to obtain such Permits
      have been or will in due course be initiated by the Company or the
      applicable Material Subsidiaries; and, except as disclosed in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, neither the Company nor the
      applicable Material Subsidiaries know of any issue or reason why the
      Permits should not be approved and obtained in the ordinary
  course;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_24></A>
<P align=center>- 24 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>all assessments or other work required to be performed in
      relation to the material mining claims and the mining rights of the
      Company and the applicable Material Subsidiary in order to maintain their
      respective interests therein, if any, have been performed to date and,
      except as disclosed in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, the Company and the applicable Material Subsidiary have
      complied in all material respects with all Applicable Laws in this regard
      as well as with regard to legal and contractual obligations to third
      parties in this regard except in respect of mining claims and mining
      rights that the Company and the applicable Material Subsidiary intend to
      abandon or relinquish and except for any non- compliance which would not
      either individually or in the aggregate have a Material Adverse Effect;
      all such mining claims and mining rights are in good standing in all
      respects as of the date of this Agreement;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iv) </TD>
    <TD>
      <P align=justify>except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, all mining operations on the properties of the Company
      and the Material Subsidiaries (including, without limitation, the Material
      Properties) have been conducted in all respects in accordance with good
      mining and engineering practices and all applicable workers&#146; compensation
      and health and safety and workplace laws, regulations and policies have
      been duly complied with;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(v) </TD>
    <TD>
      <P align=justify>except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, there are no environmental audits, evaluations,
      assessments, studies or tests relating to the Company or the Material
      Subsidiaries except for ongoing assessments conducted by or on behalf of
      the Company and the Material Subsidiaries in the ordinary
  course;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_25></A>
<P align=center>- 25 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(vi) </TD>
    <TD>
      <P align=justify>the Company made available to the respective authors
      thereof prior to the issuance of all of the applicable technical reports
      relating to the Material Properties (the &#147;<B>Reports</B>&#148;), for the
      purpose of preparing the Reports, as applicable, all information
      requested, and no such information contained any material
      misrepresentation as at the relevant time the relevant information was
      made available;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(vii) </TD>
    <TD>
      <P align=justify>the Reports complied in all material respects with the
      requirements of NI 43-101 &#150; <I>Standards of Disclosure for Mineral
      Projects </I>(&#147;<B>NI 43-101</B>&#148;) as at the date of each such
    Report;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(viii) </TD>
    <TD>
      <P align=justify>the Company is in compliance, in all material respects,
      with the provisions of NI 43-101 and has filed all technical reports
      required thereby and, at the time of filing, all such reports complied, in
      all material respects, with the requirements of NI 43-101; except as noted
      in the Prospectuses, all scientific and technical information disclosed in
      the Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses: (i) is based upon
      information prepared, reviewed and/or verified by or under the supervision
      of a &#147;qualified person&#148; (as such term is defined in NI 43- 101), (ii) has
      been prepared and disclosed in accordance with Canadian industry standards
      set forth in NI 43- 101, and (iii) was true, complete and accurate in all
      material respects at the time of filing; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ix) </TD>
    <TD>
      <P align=justify>the title reports listed on Exhibit C attached hereto
      (the &#147;<B>Title Opinions</B>&#148;) are to the knowledge of the Company, correct
      and complete in all respects on the date hereof, except as in respect of
      concessions which are (i) not material, or (ii) were permitted to expire
      or were sold in the ordinary course of business, as described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(rr) </TD>
    <TD>
      <P align=justify><B><I>Taxes. </I></B>The Company and each of the Material
      Subsidiaries have filed all federal, state, provincial, local and foreign
      tax returns which have been required to be filed and paid all taxes shown
      thereon through the date hereof, to the extent that such taxes have become
      due and are not being contested in good faith, except where the failure to
      so file or pay would not have a Material Adverse Effect. Except as
      otherwise disclosed in or contemplated by the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, no tax deficiency has been determined adversely to the
      Company or any of the Material Subsidiaries which has had, individually or
      in the aggregate, a Material Adverse Effect. The Company has no knowledge
      of any federal, state, provincial or other governmental tax deficiency,
      penalty or assessment which has been or might be asserted or threatened
      against it which would have a Material Adverse
Effect.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_26></A>
<P align=center>- 26 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ss) </TD>
    <TD>
      <P align=justify><B><I>No Reliance. </I></B>The Company has not relied
      upon the Underwriters or legal counsel for the Underwriters for any legal,
      tax or accounting advice in connection with the offering and sale of the
      Units.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(tt) </TD>
    <TD>
      <P align=justify><B><I>Investment Company Act</I></B>. Neither the Company
      nor any of the Material Subsidiaries is or, after giving effect to the
      offering and sale of the Units and the application of the proceeds thereof
      as described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, will be an
      &#147;investment company&#148; or an entity &#147;controlled&#148; by an &#147;investment company,&#148;
      as such terms are defined in the Investment Company Act of 1940, as
      amended.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(uu) </TD>
    <TD>
      <P align=justify><B><I>ERISA</I></B>.To the knowledge of the Company, each
      material employee benefit plan, within the meaning of Section 3(3) of the
      Employee Retirement Income Security Act of 1974, as amended
      (&#147;<B>ERISA</B>&#148;), that is maintained, administered or contributed to by
      the Company or any of its affiliates for employees or former employees of
      the Company and any of the Material Subsidiaries has been maintained in
      material compliance with its terms and the requirements of any applicable
      statutes, orders, rules and regulations, including but not limited to
      ERISA and the Internal Revenue Code of 1986, as amended (the
      &#147;<B>Code</B>&#148;); no prohibited transaction, within the meaning of Section
      406 of ERISA or Section 4975 of the Code, has occurred which would result
      in a material liability to the Company with respect to any such plan
      excluding transactions effected pursuant to a statutory or administrative
      exemption; and for each such plan that is subject to the funding rules of
      Section 412 of the Code or Section 302 of ERISA, no &#147;accumulated funding
      deficiency&#148; as defined in Section 412 of the Code has been incurred,
      whether or not waived, and the fair market value of the assets of each
      such plan (excluding for these purposes accrued but unpaid contributions)
      exceeds the present value of all benefits accrued under such plan
      determined using reasonable actuarial assumptions.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(vv) </TD>
    <TD>
      <P align=justify><B><I>Company is not a &#147;Controlled Foreign Corporation&#148;.
      </I></B>As of the date hereof, the Company is not a &#147;<I>controlled foreign
      corporation</I>,&#148; as such term is defined in the Code, and does not expect
      to become a controlled foreign corporation in the foreseeable
    future.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ww) </TD>
    <TD>
      <P align=justify><B><I>Insurance</I></B>. The Company and each of the
      Material Subsidiaries carry, or are covered by, insurance in such amounts
      and covering such risks as the Company and each of the Material
      Subsidiaries reasonably believe are adequate for the conduct of their
      properties and as is customary for companies engaged in similar businesses
      in similar industries.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(xx) </TD>
    <TD>
      <P align=justify><B><I>No Price Stabilization or Manipulation</I></B><B>;
      </B><B><I>Compliance with Regulation M</I></B>. The Company has not taken,
      nor will the Company take, directly or indirectly, any action designed to
      or that might be reasonably expected to cause or result in stabilization
      or manipulation of the price of the Common Shares, as applicable, or any
      other &#147;reference security&#148; (as defined in Rule 100 of Regulation M under the Exchange Act
      (&#147;<B>Regulation M</B>&#148;)) whether to facilitate the sale or resale of the
      Units, as applicable, or otherwise, and has taken no action which would
      directly or indirectly violate Regulation M.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_27></A>
<P align=center>- 27 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(yy) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Working Capital</I></B>. To the Company&#146;s knowledge
      and taking into account the available working capital and the net proceeds
      receivable by the Company following the sale of the Units, the Company has
      sufficient working capital for its present requirements that is for a
      period of at least 12 months from the date of the Prospectuses.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(zz) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>FINRA Matters</I></B>. All of the information
      provided to the Underwriters or to counsel for the Underwriters by the
      Company and, to the knowledge of the Company, its officers and directors
      and the holders of any securities (debt or equity) or options to acquire
      any securities of the Company in connection with letters, filings or other
      supplemental information provided to FINRA pursuant to FINRA Conduct Rule
      5110, 5121 or 5190 is true, complete and correct in all material
      aspects.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(aaa) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Environmental Laws</I></B><B>. </B>Except as set
      forth in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses:</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>each of the Company and the Material Subsidiaries is in
      compliance in all material respects with all applicable federal,
      provincial, state, municipal and local laws, statutes, ordinances, bylaws
      and regulations and orders, directives and decisions rendered by any
      ministry, department or administrative or regulatory agency, domestic or
      foreign (the &#147;<B>Environmental Laws</B>&#148;) relating to the protection of
      the environment, occupational health and safety or the processing, use,
      treatment, storage, disposal, discharge, transport or handling of any
      pollutants, contaminants, chemicals or industrial, toxic or hazardous
      wastes or substance, including any uranium or derivatives thereof (the
      &#147;<B>Hazardous Substances</B>&#148;), except where such non-compliance would not
      have a Material Adverse Effect, either individually or in the
      aggregate;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>each of the Company and the Material Subsidiaries has
      obtained all licenses, permits, approvals, consents, certificates,
      registrations and other authorizations under all applicable Environmental
      Laws (the &#147;<B>Environmental Permits</B>&#148;) necessary as at the date hereof
      for the operation of the businesses carried on or proposed to be commenced
      by the Company and the Material Subsidiaries and each Environmental Permit
      is valid, subsisting and in good standing and to the knowledge of the
      Company neither the Company nor the Material Subsidiaries is in default or
      breach of any Environmental Permit which would have a Material Adverse
      Effect, and no proceeding is pending or, to the knowledge of the Company
      or the Material Subsidiaries, threatened, to revoke or limit any
      Environmental Permit;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_28></A>
<P align=center>- 28 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>neither the Company nor the Material Subsidiaries has
      used, except in compliance with all Environmental Laws and Environmental
      Permits, and other than as may be incidental to mineral resource
      exploration, development, mining, recovery, processing or milling, any
      property or facility which it owns or leases or previously owned or
      leased, to generate, manufacture, process, distribute, use, treat, store,
      dispose of, transport or handle any Hazardous Substance; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iv) </TD>
    <TD>
      <P align=justify>neither the Company nor the Material Subsidiaries
      (including, if applicable, any predecessor companies) has received any
      notice of, or been prosecuted for an offence alleging, non-compliance with
      any Environmental Law that would have a Material Adverse Effect, and
      neither the Company nor the Material Subsidiaries (including, if
      applicable, any predecessor companies) has settled any allegation of
      non-compliance that would have a Material Adverse Effect short of
      prosecution. There are no orders or directions relating to environmental
      matters requiring any material work, repairs, construction or capital
      expenditures to be made with respect to any of the assets of the Company
      or the Material Subsidiaries, nor has the Company or the Material
      Subsidiaries received notice of any of the same; and (v) neither the
      Company nor the Material Subsidiaries has received any notice wherein it
      is alleged or stated that the Company or the Material Subsidiaries is
      potentially responsible for a federal, provincial, state, municipal or
      local clean-up site or corrective action under any Environmental Laws.
      Neither the Company nor the Material Subsidiaries has received any request
      for information in connection with any federal, state, municipal or local
      inquiries as to disposal sites.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(bbb) </TD>
    <TD>
      <P align=justify><B><I>Finder&#146;s Fee&#146;s. </I></B>Neither the Company nor any
      of the Material Subsidiaries has incurred any liability for any finder&#146;s
      fees, brokerage commissions or similar payments in connection with the
      transactions herein contemplated, except as may otherwise exist with
      respect to the Underwriters pursuant to this Agreement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ccc) </TD>
    <TD>
      <P align=justify><B><I>Broker/Dealer Relationships</I></B>. Neither the
      Company nor any of the Material Subsidiaries or any related entities (i)
      is required to register as a &#147;broker&#148; or &#147;dealer&#148; in accordance with the
      provisions of the Exchange Act or (ii) directly or indirectly through one
      or more intermediaries, controls or is a &#147;person associated with a member&#148;
      or &#147;associated person of a member&#148; (within the meaning set forth in the
      FINRA Manual).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ddd) </TD>
    <TD>
      <P align=justify><B><I>Dividend Restrictions</I></B>. Except as may be
      restricted by Applicable Law, and except for solvency restrictions
      applicable to Uranerz Energy Corporation contained in the instruments
      evidencing the indebtedness owed by Uranerz Energy Corporation to the
      State of Wyoming, no Material Subsidiary is prohibited or restricted,
      directly or indirectly, from paying dividends to
the Company, or from making any other distribution with
      respect to such Material Subsidiaries&#146; equity securities or from repaying
      to the Company or any other Material Subsidiaries any amounts that may
      from time to time become due under any loans or advances to such Material
      Subsidiaries from the Company or from transferring any property or assets
      to the Company or to any other Material Subsidiaries.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_29></A>
<P align=center>- 29 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(eee) </TD>
    <TD>
      <P align=justify><B><I>No Improper Practices. </I></B>(i) Neither the
      Company nor, to the Company&#146;s knowledge, the Material Subsidiaries, nor to
      the Company&#146;s knowledge, any of their respective directors or officers
      has, in the past five years, made any unlawful contributions to any
      candidate for any political office (or failed fully to disclose any
      contribution in violation of Applicable Law) or made any contribution or
      other payment to any official of, or candidate for, any federal, state,
      provincial, municipal, or foreign office or other person charged with
      similar public or quasi-public duty in violation of any Applicable Law or
      of the character required to be disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses; (ii) no relationship, direct or indirect, exists between
      or among the Company or, to the Company&#146;s knowledge, any Material
      Subsidiary or any affiliate of any of them, on the one hand, and the
      directors, officers and shareholders of the Company or, to the Company&#146;s
      knowledge, any Material Subsidiary, on the other hand, that is required by
      the Securities Act or Canadian Securities Laws to be described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses that is not so described;
      (iii) no relationship, direct or indirect, exists between or among the
      Company or any Material Subsidiary or any affiliate of them, on the one
      hand, and the directors, officers, or shareholders of the Company or, to
      the Company&#146;s knowledge, any Material Subsidiary, on the other hand, that
      is required by the rules of FINRA (or Canadian equivalent thereof) to be
      described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses that is not
      so described; (iv) except as described in the Prospectuses, there are no
      material outstanding loans or advances or material guarantees of
      indebtedness by the Company or, to the Company&#146;s knowledge, any Material
      Subsidiary to or for the benefit of any of their respective officers or
      directors or any of the members of the families of any of them; and (v)
      the Company has not offered, or caused any placement agent to offer,
      Common Shares or to make any payment of funds to any person with the
      intent to influence unlawfully (A) a customer or supplier of the Company
      or any Material Subsidiary to alter the customer&#146;s or supplier&#146;s level or
      type of business with the Company or any Material Subsidiary or (B) a
      trade journalist or publication to write or publish favorable information
      about the Company or any Material Subsidiary or any of their respective
      products or services, and, (vi) neither the Company nor any Material
      Subsidiary nor, to the Company&#146;s knowledge, any director, officer,
      employee or agent of the Company or any Material Subsidiary has made any
      payment of funds of the Company or any Material Subsidiary or received or
      retained any funds in violation of any Applicable Law (including,
      without limitation, the Foreign Corrupt Practices Act of 1977 and the
      <I>Corruption of Foreign Public Officials Act </I>(Canada)).</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 30 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(fff) </TD>
    <TD>
      <P align=justify><B><I>Operations</I></B>. The operations of the Company
      and the Material Subsidiaries are and have been conducted at all times in
      compliance with applicable financial record keeping and reporting
      requirements of the <I>Proceeds of Crime (Money Laundering) and Terrorist
      Financing Act </I>(Canada), the <I>Corruption of Foreign Public Officials
      Act </I>(Canada) and applicable rules and regulations thereunder, and the
      money laundering statutes of all applicable jurisdictions, the rules and
      regulations thereunder and any related or similar applicable rules,
      regulations or guidelines, issued, administered or enforced by any
      Governmental Authority (collectively, the &#147;<B>Money Laundering Laws</B>&#148;);
      and no action, suit or proceeding by or before any court or Governmental
      Authority involving the Company or any of the Material Subsidiaries with
      respect to the Money Laundering Laws is pending or, to the knowledge of
      the Company, threatened.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ggg) </TD>
    <TD>
      <P align=justify><B><I>Sanctions. </I></B>(i) The Company represents that,
      neither the Company nor any of the Material Subsidiaries (collectively,
      the &#147;<B>Entity</B>&#148;) nor, to the Company&#146;s knowledge, any director,
      officer, employee, agent, affiliate or representative of the Company, is a
      government, individual, or entity (in this paragraph (nnn),
      &#147;<B>Member</B>&#148;) that is, or is owned or controlled by a Member that
      is:</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="15%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(A) </TD>
    <TD>
      <P align=justify>the subject of any sanctions administered or enforced by
      the U.S. Department of Treasury&#146;s Office of Foreign Assets Control, the
      United Nations Security Council, the European Union, Her Majesty&#146;s
      Treasury, the Office of the Superintendent of Financial Institutions
      (Canada), or pursuant to the <I>Special Economic Measures Act </I>(Canada)
      or other relevant sanctions authority or Applicable Law (collectively,
      &#147;<B>Sanctions</B>&#148;), nor</P></TD></TR>
  <TR>
    <TD width="15%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="15%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(B) </TD>
    <TD>
      <P align=justify>located, organized or resident in a country or territory
      that is the subject of Sanctions (including, without limitation,
      Burma/Myanmar, Cuba, Iran, Libya, North Korea, Russia, Sudan, Syria,
      Ukraine and Zimbabwe).</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD colSpan=2>
      <P align=justify>The Company represents and covenants that it will not,
      directly or indirectly, use the proceeds of the offering, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other Member:</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(A) </TD>
    <TD>
      <P align=justify>to fund or facilitate any activities or business of or
      with any Member or in any country or territory that, at the time of such
      funding or facilitation, is the subject of Sanctions;
or</P></TD></TR></TABLE><BR>
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<P align=center>- 31 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(B) </TD>
    <TD>
      <P align=justify>in any other manner that will result in a violation of
      Sanctions by any Member (including any Member participating in the
      offering, whether as underwriter, advisor, investor or
  otherwise).</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD colSpan=2>
      <P align=justify>The Company represents and covenants that, except as
      detailed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, for the
      past 5 years, it has not knowingly engaged in, is not now knowingly
      engaged in, and will not engage in, any dealings or transactions with any
      Member, or in any country or territory, that at the time of the dealing or
      transaction is or was the subject of
Sanctions.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(hhh) </TD>
    <TD>
      <P align=justify><B><I>Certification of Disclosure</I></B>. There has been
      no failure on the part of the Company or any of the Company&#146;s directors or
      officers, in their capacities as such, to comply in all material respects
      with any applicable provisions of the Sarbanes-Oxley Act, National
      Instrument 52-109 (<I>Certification of Disclosure in Issuers&#146; Annual and
      Interim Filings</I>) (&#147;<B>NI 52-109</B>&#148;) and the rules and regulations
      promulgated thereunder. Each of the principal executive officer and the
      principal financial officer of the Company (or each former principal
      executive officer of the Company and each former principal financial
      officer of the Company as applicable) and each certifying officer of the
      Company (or each former certifying officer of the Company and each former
      certifying officer of the Company as applicable) has made all
      certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act
      with respect to all reports, schedules, forms, statements and other
      documents required to be filed by it or furnished by it to the SEC and as
      required to be made and filed by NI 52- 109. For purposes of the preceding
      sentence, &#147;principal executive officer&#148; and &#147;principal financial officer&#148;
      shall have the meanings given to such terms in the Sarbanes-Oxley Act and
      &#147;certifying officer&#148; shall have the meanings given to such term in NI
      52-109.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify><B><I>Filings. </I></B>Since January 1, 2014, the Company
      has filed all documents or information required to be filed by it under
      Canadian Securities Laws, U.S. Securities Laws, and the rules, regulations
      and policies of the Exchanges, except where the failure to file such
      documents or information will not have a Material Adverse Effect, either
      individually or in the aggregate; all material change reports, annual
      information forms, financial statements, management proxy circulars and
      other documents filed by or on behalf of the Company with the Exchanges,
      the SEC and the Canadian Commissions, as of its date, 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
      and did not contain a misrepresentation at the time at which it was filed;
      the Company has not filed any confidential material change report or any
      document requesting confidential treatment with any Governmental Authority
      that at the date hereof remains confidential.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(jjj) </TD>
    <TD>
      <P align=justify><B><I>Exchange Registration. </I></B>The Common Shares
      are registered pursuant to Section 12(b) of the Exchange Act and are
      accepted for trading on the NYSE under the symbol &#147;UUUU&#148; and the TSX under
      the symbol &#147;EFR,&#148; and the Company has taken no action designed to
      terminate the registration of the Common Shares under the Exchange Act or
      delisting the Common Shares from either of the Exchanges, nor, except as
      disclosed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, has the
      Company received any notification that the SEC, the Canadian Commissions
      or either of the Exchanges is contemplating terminating such registration
      or listing. Except as disclosed in the Registration Statement or included
      or incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, the Company has complied in all material respects with the
      applicable requirements of the Exchanges for maintenance of inclusion of
      the Common Shares thereon. The Company has obtained all necessary
      consents, approvals, authorizations or orders of, or filing, notification
      or registration with, the Exchanges, the SEC and the Canadian Commissions,
      where applicable, required for the listing and trading of the Unit Shares,
      the Warrant Shares, the Additional Units and the Additional Warrant
      Shares, subject only to satisfying their standard listing and maintenance
      requirements and the Company has obtained all necessary consents,
      approvals, authorizations or orders of, or filing, notification or
      registration with, the TSX, and the Canadian Commissions, where
      applicable, required for the listing and trading of the Warrants and the
      Additional Warrants on the TSX, subject only to satisfying the TSX&#146;s
      standard listing and maintenance requirements. The Company has no reason
      to believe that it will not in the foreseeable future continue to be in
      compliance with all such listing and maintenance requirements of each
      Exchange.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(kkk) </TD>
    <TD>
      <P align=justify><B><I>Passive Foreign Investment Company. </I></B>The
      Company believes that it was not a Passive Foreign Investment Company
      (&#147;<B>PFIC</B>&#148;) within the meaning of Section 1297 of the Code, during the
      prior tax year ended on December 31, 2015, and based on current business
      plans and financial expectations, the Company expects that it will not be
      a PFIC for the current tax year and expects that it will not be a PFIC for
      the foreseeable future.</P></TD></TR></TABLE>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In this Agreement, a reference to
&#147;<I>knowledge</I>&#148; of the Company, means the knowledge of the directors or
officers of the Company or any officer who may be responsible for the subject
matter at issue, in each case, after reasonable inquiry. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any certificate signed by any
officer on behalf of the Company or any of the Material Subsidiaries and
delivered to the Underwriters or counsel for the Underwriters in connection with
the offering of the Units shall be deemed to be a representation and warranty by
the Company or Material Subsidiaries, as the case may be, as to matters covered
thereby, to each Underwriter. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company acknowledges that the
Underwriters and, for purposes of the opinions to be delivered pursuant to
Section 7 hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of
the foregoing representations and hereby consents to such reliance. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify><B>Section 4</B><B> </B><B>Certain Covenants of the
Company.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company further covenants and
agrees with each Underwriter and CF US as follows: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Delivery of Registration Statement, Time of Sale
      Prospectus and Prospectuses</I></B>. To the extent not available on EDGAR
      as it relates to the Registration Statement, the Time of Sale Prospectus,
      the U.S. Prospectus and any supplements and amendments thereto, the
      Company shall furnish and deliver to the Underwriters, in such cities as
      the Underwriters may reasonably and lawfully request without charge, as
      soon as practicable after the Registration Statement becomes effective (as
      to the U.S. Prospectus) or after the filing thereof (as to the Canadian
      Prospectus), and during the period mentioned in Section 4(e) or Section
      4(f) below, as many commercial copies, or originally signed versions, of
      the Time of Sale Prospectus, the Canadian Prospectus, the U.S. Prospectus
      and any supplements and amendments thereto or to the Registration
      Statement as the Co-Lead Underwriters on behalf of the Underwriters may
      reasonably request for the purposes contemplated by the Securities Act and
      the Canadian Securities Laws. As used herein, the term &#147;<B>Prospectus
      Delivery Period</B>&#148; means such period of time after the first date of the
      public offering of the Units and ending on the completion of the
      distribution of the offering of the Units, during which time a preliminary
      prospectus, preliminary prospectus supplement or a prospectus relating to
      the Units is required by applicable Canadian Securities Laws or U.S.
      Securities Laws to be delivered (or required to be delivered but for Rule
      172 under the Securities Act) in connection with sales of the Units by any
      Underwriter or dealer.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Co-Lead Underwriters&#146; Review of Proposed Amendments
      and Supplements</I></B>. Prior to amending or supplementing the
      Registration Statement, the Time of Sale Prospectus, the Canadian
      Prospectus or the U.S. Prospectus (including any amendment or supplement
      through incorporation by reference of any document), the Company shall
      furnish to the Co-Lead Underwriters for review, a reasonable amount of
      time prior to the proposed time of filing or use thereof, a copy of each
      such proposed amendment or supplement, and the Company shall not file or
      use any such proposed amendment or supplement without the Co-Lead
      Underwriters&#146; consent which shall not be unreasonably delayed, conditioned
      or withheld.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Free Writing Prospectuses</I></B>. The Company
      shall furnish to the Co-Lead Underwriters for review, a reasonable amount
      of time prior to the proposed time of filing or use thereof, a copy of
      each proposed free writing prospectus or any amendment or supplement
      thereto to be prepared by or on behalf of, used by, or referred to by the
      Company and the Company shall not file, use or refer to any proposed free
      writing prospectus or any amendment or supplement thereto without the Co-Lead Underwriters&#146;
      consent which shall not be unreasonably delayed, conditioned or withheld.
      The Company shall furnish to each Underwriter, without charge, as many
      copies of any free writing prospectus prepared by or on behalf of, or used
      by, the Company as such Underwriter may reasonably request. If during the
      Prospectus Delivery Period there occurred or occurs an event or
      development as a result of which any free writing prospectus prepared by
      or on behalf of, used by, or referred to by the Company conflicted or
      would conflict with the information contained in the Registration
      Statement or included or would include an untrue statement of a material
      fact or, omitted or would omit to state a material fact necessary in order
      to make the statements therein, in the light of the circumstances
      prevailing at that subsequent time, not misleading, the Company shall
      promptly amend or supplement such free writing prospectus to eliminate or
      correct such conflict or so that the statements in such free writing
      prospectus as so amended or supplemented will not include an untrue
      statement of a material fact or, omit to state a material fact necessary
      in order to make the statements therein, in the light of the circumstances
      prevailing at such subsequent time, not misleading, as the case may be;
      provided, however, that prior to amending or supplementing any such free
      writing prospectus, the Company shall furnish to the Co-Lead Underwriters
      for review, a reasonable amount of time prior to the proposed time of
      filing or use thereof, a copy of such proposed amended or supplemented
      free writing prospectus and the Company shall not file, use or refer to
      any such amended or supplemented free writing prospectus without the
      Co-Lead Underwriters&#146; consent which shall not be unreasonably delayed
      conditioned or withheld.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 34 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Filing of Underwriter Free Writing
      Prospectuses</I></B>. The Company shall not take any action that would
      result in an Underwriter or the Company being required to file with the
      SEC pursuant to Rule 433(d) under the Securities Act a free writing
      prospectus prepared by or on behalf of the Underwriter that the
      Underwriter otherwise would not have been required to file
    thereunder.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify><B><I>Amendments and Supplements to Time of Sale
      Prospectus</I></B>. If any time prior to the First Closing Date (or Option
      Closing Date, in the case of Additional Units) any event shall occur or
      condition shall exist as a result of which the Time of Sale Prospectus, as
      amended or supplemented, would include an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances when delivered to a
      prospective purchaser, not misleading, or if, in the reasonable opinion of
      counsel for the Company or Underwriters, it is necessary to amend or
      supplement the Time of Sale Prospectus to comply with Applicable Law,
      including the Securities Act, the Company shall (subject to Section 4(b)
      and Section 4(c)) forthwith prepare, file with the SEC and furnish, at its
      own expense, to the Underwriters and to any dealer upon request, either
      amendments or supplements to the Time of Sale Prospectus so that the
      statements in the Time of Sale Prospectus as so amended or
    supplemented will not include an untrue statement of a material fact
      or omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances when delivered to a prospective
      purchaser, not misleading, or so that the Time of Sale Prospectus, as
      amended or supplemented, will comply with Applicable Law including the
      Securities Act and the Canadian Securities Laws.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 35 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify><B><I>Securities Act Compliance</I></B>. The Company will
      prepare the Canadian Prospectus Supplement and the U.S. Prospectus
      Supplement in a form approved by the Co-Lead Underwriters and (i) will
      file the Canadian Prospectus Supplement with the Principal Regulator in
      accordance with the Shelf Procedures as soon as practicably possible, and
      in any event, not later than 4:00 p.m. on September
      <font face="Times New Roman">15</font>, 2016, and (ii) will
      file the U.S. Prospectus Supplement with the SEC not later than the SEC&#146;s
      close of business on the first business day following the day on which the
      filing of the Canadian Prospectus Supplement is made with the Principal
      Regulator. After the date of this Agreement, the Company shall promptly
      advise the Co-Lead Underwriters in writing (i) of the receipt of any
      comments of, or requests for additional or supplemental information or
      other communication from, any Canadian Commission or the SEC with respect
      to the Canadian Prospectus or the Registration Statement, (ii) of any
      request by any Canadian Commission to amend or supplement the Canadian
      Prospectus or for additional information or of any request by the SEC to
      amend the Registration Statement or to amend or supplement the U.S.
      Prospectus or for additional information, (iii) of the time and date of
      any filing of any post-effective amendment to the Registration Statement
      or any amendment or supplement to the Time of Sale Prospectus, any free
      writing prospectus or the Prospectuses, (iv) of the time and date that any
      post-effective amendment to the Registration Statement becomes effective,
      (v) of the issuance by the SEC or any Canadian Commission, as applicable,
      of any stop order suspending the effectiveness of the Registration
      Statement, the U.S. Prospectus or the Canadian Prospectus or any
      post-effective amendment thereto or any order directed at any document
      incorporated by reference in the Registration Statement, the U.S.
      Prospectus or the Canadian Prospectus or any amendment or supplement
      thereto or any order preventing or suspending the use of the Time of Sale
      Prospectus, any free writing prospectus, any marketing materials, the U.S.
      Prospectus or the Canadian Prospectus or any amendment or supplement
      thereto or any post-effective amendment to the Registration Statement, or
      the suspension of the qualification of the Units for sale in any
      jurisdiction, or of any proceedings to remove, suspend or terminate from
      listing or quotation the Common Shares and the Units from the TSX or NYSE,
      or of the threatening or initiation of any proceedings for any of such
      purposes, and (vi) of the issuance by any Governmental Authority of any
      order having the effect of ceasing or suspending the distribution of the
      Units, or of the institution or, to the knowledge of the Company,
      threatening of any proceedings for any such purpose. If the SEC or any
      Canadian Commission shall enter any such stop order at any time,
  the Company will use best efforts to obtain the lifting of
    such order at the earliest possible moment.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_36></A>
<P align=center>- 36 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify><B><I>Amendments and Supplements to the Prospectuses and
      Other Securities Act Matters</I></B><B>. </B>The Company will comply with
      the U.S. Securities Laws and the Canadian Securities Laws so as to permit
      the completion of the distribution of the Units during the Prospectus
      Delivery Period as contemplated in this Agreement and the Prospectuses. If
      any event shall occur or condition exist as a result of which it is
      necessary to amend or supplement the Prospectuses so that the Prospectuses
      do not include a misrepresentation or an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances when the U.S.
      Prospectus or the Canadian Prospectus is delivered to a purchaser, not
      misleading, or if during the Prospectus Delivery Period in the reasonable
      opinion of the Company, Co-Lead Underwriters or counsel for the Company or
      Underwriters it is otherwise necessary to amend or supplement the
      Prospectuses to comply with U.S. Securities Laws or Canadian Securities
      Laws, the Company agrees (subject to Section 4(b) and Section 4(c)) to
      promptly prepare, file with the SEC and the Canadian Commissions and
      furnish at its own expense to the Underwriters and to dealers, amendments
      or supplements to the Prospectuses so that the statements in the
      Prospectuses as so amended or supplemented will not include a
      misrepresentation or an untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements therein,
      in the light of the circumstances when the U.S. Prospectus or the Canadian
      Prospectus is delivered to a purchaser, not be misleading or so that the
      Prospectuses, as amended or supplemented, will comply with the U.S.
      Securities Laws and the Canadian Securities Laws, as applicable. Neither
      the Co-Lead Underwriters&#146; consent to, nor delivery of, any such amendment
      or supplement shall constitute a waiver of any of the Company&#146;s
      obligations under Section 4(b) or Section 4(c).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify><B><I>Lock-Up Agreements</I></B>. The Company shall use
      its commercially reasonable efforts to cause each of the Company&#146;s
      directors and officers and each of the other persons listed on Exhibit &#147;A&#148;
      to execute and deliver to the Co-Lead Underwriters a lock-up agreement in
      the form of Exhibit &#147;B&#148; hereto on or before the First Closing
  Date.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify><B><I>Stock Exchange Listing. </I></B>The Company shall
      use its commercially reasonable best efforts to ensure that the Unit
      Shares, Warrant Shares, Additional Unit Shares, Additional Warrant Shares,
      Warrants and Additional Warrants are conditionally approved for listing
      and for trading on the TSX and the Unit Shares, Warrant Shares, Additional
      Unit Shares and Additional Warrant Shares approved for listing on NYSE
      subject in the case of the TSX to satisfaction by the Company of the
      conditions imposed by the TSX. Subject to satisfying the NYSE standard
      listing requirements, the Company shall use its commercially reasonable
      efforts to have the Warrants and the
Additional Warrants approved for listing on the NYSE within 90 days
      from the date hereof.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_37></A>
<P align=center>- 37 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify><B><I>Blue Sky Compliance</I></B>. The Company shall
      cooperate with the Co-Lead Underwriters and counsel for the Underwriters
      to qualify or register the Units for sale under (or obtain exemptions from
      the application of) U.S. Securities Laws, Canadian Securities Laws, or
      other foreign laws of jurisdictions designated by the Co-Lead
      Underwriters, shall comply with such laws and shall continue such
      qualifications, registrations and exemptions in effect so long as required
      for the distribution of the Units. The Company shall not be required to
      qualify as a foreign corporation or to take any action that would subject
      it to general service of process in any jurisdiction in which it is not
      presently qualified or where it would be subject to taxation as a foreign
      corporation (except service of process with respect to the offering and
      sale of the Units). The Company will advise the Co-Lead Underwriters
      promptly of the suspension of the qualification or registration of (or any
      exemption relating to) the Units for offering, sale or trading in any
      jurisdiction or any initiation or threat of any proceeding for any such
      purpose, and in the event of the issuance of any order suspending such
      qualification, registration or exemption, the Company shall use its best
      efforts to obtain the withdrawal thereof at the earliest possible
      moment.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify><B><I>Use of Proceeds</I></B>. The Company shall apply
      the net proceeds from the sale of the Units and the Additional Units sold
      by it in the manner described under the caption &#147;<I>Use of Proceeds</I>&#148;
      in the Time of Sale Prospectus.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify><B><I>Transfer/Warrant Agent. </I></B>The Company shall
      maintain, at its expense, a registrar and transfer agent for the Unit
      Shares and the Additional Unit Shares and engage and maintain, at its
      expense, a warrant agent for the Warrants and Additional
  Warrants.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(m) </TD>
    <TD>
      <P align=justify><B><I>Earnings Statement. </I></B>As soon as practicable,
      but in any event no later than 18 months after the date of this Agreement,
      the Company will make generally available to its security holders and to
      the Co-Lead Underwriters an earnings statement (which need not be audited)
      covering a period of at least 12 months beginning with the first fiscal
      quarter of the Company commencing after the date of this Agreement which
      shall satisfy the provisions of Section 11(a) of the Securities Act and
      the rules and regulations of the SEC thereunder.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(n) </TD>
    <TD>
      <P align=justify><B><I>Periodic Reporting Obligations</I></B>. During the
      period when the U.S. Prospectus is required to be delivered under the
      Securities Act, the Company shall file, on a timely basis, with the SEC
      and NYSE all reports and documents required to be filed under the Exchange
      Act.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">&nbsp;</TD>
    <TD>
      <P align=justify>&nbsp;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_38></A>
<P align=center>- 38 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;
      </TD></TR>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="5%" valign="top">(o) </TD>
    <TD>
      <P align=justify><B><I>Agreement Not to Issue, Offer or Sell Additional
      Shares</I></B>. During the period commencing on and including the date
      hereof and ending on and including the 90<SUP>th </SUP>day following the
      First Closing Date (as the same may be extended
as described below, the &#147;<B>Lock-up Period</B>&#148;), the
      Company will not, without the prior written consent of the Co-Lead
      Underwriters (which consent will not be unreasonably withheld), (i) issue,
      offer, sell (including, without limitation, any short sale), contract or
      agree to sell, hypothecate, pledge, grant any option to purchase or
      otherwise dispose of or agree to dispose of or transfer, directly or
      indirectly, or establish or increase a &#147;<I>put equivalent position</I>&#148; or
      liquidate or decrease a &#147;<I>call equivalent position</I>&#148; within the
      meaning of Section 16 of the Exchange Act and the rules and regulations of
      the SEC promulgated thereunder, with respect to, any Common Shares, or any
      securities convertible into or exchangeable or exercisable for, or
      warrants or other rights to purchase, the foregoing, (ii) other than a
      registration Form on S-8 subject to the restrictions set forth below, file
      or cause to become effective a registration statement under the Securities
      Act, or to file a prospectus under the Canadian Securities Laws, relating
      to the offer and sale of any Common Shares or securities convertible into
      or exercisable or exchangeable for Common Shares or other rights to
      purchase Common Shares or any other securities of the Company that are
      substantially similar to Common Shares, or any securities convertible into
      or exchangeable or exercisable for, or any warrants or other rights to
      purchase, the foregoing, (iii) enter into any swap or other arrangement
      that transfers to another, in whole or in part, any of the economic
      consequences of ownership of Common Shares or any other securities of the
      Company that are substantially similar to Common Shares, or any securities
      convertible into or exchangeable or exercisable for, or any warrants or
      other rights to purchase, the foregoing, whether any such transaction is
      to be settled by delivery of Common Shares or such other securities, in
      cash or otherwise or (iv) publicly announce an intention to effect any
      transaction specified in clause (i), (ii) or (iii), except, in each case,
      for (A) the registration of the offer and sale of the Units under the
      Securities Act, the filing of each Applicable Prospectus under the
      Canadian Securities Laws relating to the sale of the Units and the sales
      of the Units to the Underwriters pursuant to this Agreement, (B) issuances
      of Common Shares upon the exercise of options or restricted stock units
      issued under the Company&#146;s equity compensation plans, (C) the issuance of
      stock options or restricted stock units and the issuance of Common Shares
      pursuant to the Company&#146;s equity compensation plans, (D) the issuance of
      Common Shares pursuant to the exercise of warrants outstanding as of the
      date hereof, or (E) the issuance of Common Shares in connection with arm&#146;s
      length acquisitions, mergers, consolidations or amalgamations with any
      company or companies (including, but not limited to, in connection with
      the acquisitions contemplated in the Prospectuses).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(p) </TD>
    <TD>
      <P align=justify><B><I>Investment Limitation</I></B>. The Company shall
      not invest or otherwise use the proceeds received by the Company from its
      sale of the Units and Additional Units in such a manner as would require
      the Company or any of its Material Subsidiaries to register as an
      investment company under the Investment Company
Act.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_39></A>
<P align=center>- 39 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(q) </TD>
    <TD>
      <P align=justify><B><I>No Stabilization or Manipulation</I></B><B>;
      </B><B><I>Compliance with Regulation M</I></B>. The Company will not take,
      directly or indirectly, any action designed to or that might be reasonably
      expected to cause or result in stabilization or manipulation of the price
      of the Common Shares or any other reference security, whether to
      facilitate the sale or resale of the Units or otherwise, and the Company
      will, and shall cause each of its affiliates to, comply with all
      applicable provisions of Regulation M. If the limitations of Rule 102 of
      Regulation M (&#147;<B>Rule 102</B>&#148;) do not apply with respect to the Units or
      any other reference security pursuant to any exception set forth in
      Section (d) of Rule 102, then promptly upon notice from the Co-Lead
      Underwriters (or, if later, at the time stated in the notice), the Company
      will, and shall cause each of its affiliates to, comply with Rule 102 as
      though such exception were not available but the other provisions of Rule
      102 (as interpreted by the SEC) did apply.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(r) </TD>
    <TD>
      <P align=justify><B><I>Press Releases/Announcements</I></B>. Prior to the
      First Closing Date or the Option Closing Date, as the case may be, the
      Company shall not, without the Co- Lead Underwriters&#146; prior written
      consent, which shall not be unreasonably delayed, conditioned or withheld,
      issue any press releases or other communications directly or indirectly
      and shall not hold any press conferences with respect to the Company or
      any Material Subsidiaries, the financial condition, results of operations,
      business, properties, assets, or liabilities of the Company or any
      Material Subsidiaries, or with respect to the offering of the Units.
      Notwithstanding the foregoing, nothing contained in this subsection shall
      prevent the Company from issuing a press release forthwith in the event
      that the Company&#146;s counsel advises that it is necessary in order to comply
      with Applicable Law or the rules or requirements of the TSX or NYSE, or
      from issuing a press release or holding an analyst call in the normal
      course in connection with the release of financial
  results.</P></TD></TR></TABLE>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Co-Lead Underwriters, on
behalf of the Underwriters, may, in its sole discretion, waive in writing the
performance by the Company of any one or more of the foregoing covenants or
extend the time for their performance. </P>
<P align=justify><B>Section 5</B><B> </B><B>Payment of Expenses.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whether or not the purchase and
sale of the Units pursuant to this Agreement is completed, the Company will pay
all costs, expenses, fees and taxes incurred in connection with the purchase,
sale and delivery of the Units and the performance of its obligations hereunder
and in connection with the transactions contemplated hereby, including without
limitation, the following: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>the preparation and filing of the Registration Statement
      (including the Financial Statements, exhibits, schedules, consents and
      certificates of experts), the Time of Sale Prospectus, the Prospectuses,
      each free writing prospectus prepared by or on behalf of, used by, or
      referred to by the Company and any amendments or supplements thereto,
      including the printing and furnishing of copies of each thereof to the Underwriters and to
      dealers (including costs of mailing and shipment);</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_40></A>
<P align=center>- 40 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>the registration, issue, sale and delivery of the Units,
      including any stock or transfer taxes and stamp or similar duties payable
      upon the sale, issuance or delivery of the Units to the
    Underwriters;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>the producing, word processing and/or printing of this
      Agreement, any agreement among Underwriters, any dealer agreements, any
      powers of attorney and any closing documents (including compilations
      thereof) and the reproduction and/or printing and furnishing of copies of
      each thereof to the Underwriters and to dealers (including costs of
      mailing and shipment);</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>all filing fees, attorneys&#146; fees and expenses incurred by
      the Company in connection with qualifying or registering (or obtaining
      exemptions from the qualification or registration of) all or any part of
      the Units for offer and sale under the U.S. Securities Laws or Canadian
      Securities Laws or any other foreign laws, and, if reasonably requested by
      the Co-Lead Underwriters, preparing, printing and furnishing copies of any
      blue sky surveys or legal investment surveys to the Underwriters and to
      dealers, or other memorandum and any supplements thereto, advising the
      Underwriters of such qualifications, registrations and
  exemptions;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>all fees and expenses of the Company&#146;s counsel,
      independent public or certified public accountants and other advisors of
      the Company;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify>the reasonable legal fees and filing fees and other
      disbursements of Canadian and U.S. counsel for the Underwriters;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify>the fees and expenses associated with the listing of the
      Unit Shares, Warrant Shares, Additional Unit Shares, Additional Warrant
      Shares, the Warrants and the Additional Warrants;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify>any filing for review of the public offering of the Units
      by FINRA;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the fees and disbursements of any transfer agent or
      registrar for the Units;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify>the reasonable costs and expenses of the Underwriters
      relating to presentations or meetings undertaken in connection with the
      marketing of the offering and sale of the Units to prospective investors
      and the Underwriters&#146; sales forces (including reasonable travel and
      related expenses);</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify>the costs and expenses of qualifying the Unit Shares, the
      Warrant Shares, the Additional Unit Shares and the Additional Warrant
      Shares for inclusion in the book-entry settlement systems of DTC and CDS;
      and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify>the performance of the Company&#146;s other obligations
      hereunder,</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_41></A>
<P align=center>- 41 - </P>
<P align=justify>including Canadian federal goods and services tax and
provincial sales tax eligible in respect of any of the foregoing. All such
expenses incurred by or on behalf of the Underwriters shall be payable by the
Company within 30 days of the receipt of an invoice in respect thereof.
Notwithstanding the foregoing, the fees and expenses payable by the Company to
the Underwriters pursuant to subparagraph (f) above shall not exceed US$100,000.
Except as provided in this Section 5, the Underwriters shall pay their own
expenses, including the fees and disbursements of their counsel, transfer taxes
on resale of any Units by them, and any advertising expenses in connection with
any offers of Units that they may make following the First Closing Date.</P>
<P align=justify><B>Section 6</B><B> </B><B>Conditions to the Obligations of the
Underwriters.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations of the
Underwriters to purchase and pay for the Firm Units as provided herein on the
First Closing Date, and with respect to any Additional Units, each Option
Closing Date shall be subject to the accuracy of the representations and
warranties on the part of the Company set forth in Section 3 as of the date
hereof and as of the First Closing Date as though then made and, with respect to
the Additional Units, as of each Option Closing Date as though then made, to the
timely performance by the Company of its covenants and other obligations of the
Company hereunder, and to each of the following additional conditions precedent:
</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Opinion and 10b-5 Statement of United States
      Counsel for the Company</I></B>. On the First Closing Date and each Option
      Closing Date, the Underwriters and CF US shall have received an opinion
      and Rule 10b-5 negative assurance statement of Dorsey &amp; Whitney LLP,
      and with regard to any United States subsidiary opinions from such counsel
      as the Company may designate, addressed to the Underwriters and CF US, and
      dated the First Closing Date and each Option Closing Date, as the case may
      be, in the form and substance as may be reasonably satisfactory to counsel
      for the Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Canadian Securities Law Opinion</I></B>. The
      Underwriters and CF US receiving a favourable legal opinion of Borden,
      Ladner &amp; Gervais LLP, Canadian counsel to the Company, addressed to
      the Underwriters, CF US and counsel to the Underwriters, dated as of the
      First Closing Date and each Option Closing Date, as the case may be, as to
      the qualification of the Units for sale to the public and as to other
      matters governed by the laws of the Qualifying Jurisdictions, provided
      that Borden, Ladner &amp; Gervais LLP shall be entitled to rely
      exclusively upon the opinions of local counsel as to matters governed by
      the laws of any Qualifying Jurisdictions in which it is not qualified to
      practice, in each case in a form acceptable in all reasonable respects to
      counsel to the Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Accountants&#146; Comfort Letters</I></B>. The Co-Lead
      Underwriters and CF US shall have received from KPMG LLP, independent
      public or certified public accountants for the Company, (i) letters dated,
      respectively, the date of the Prospectus Supplements, and addressed to the
      Underwriters and CF US and the board of directors of the Company, in form
      and substance reasonably satisfactory to the Co-Lead Underwriters,
      containing statements and information of the type ordinarily included in
      accountant&#146;s &#147;<I>comfort letters</I>&#148; to underwriters which letters shall
      cover with respect to the Financial Statements, including without
      limitation, certain financial and accounting disclosures contained or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, and (ii) confirming that they are independent public,
      certified public or chartered accountants as required by the Securities
      Act.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_42></A>
<P align=center>- 42 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Bring-down Comfort Letters</I></B>. On the First
      Closing Date and each Option Closing Date, the Co-Lead Underwriters and CF
      US shall have received from KPMG LLP, independent public or certified
      public accountants for the Company, a letter dated such date, and
      addressed to the Underwriters and the board of directors of the Company,
      in form and substance reasonably satisfactory to the Co-Lead Underwriters,
      to the effect that they reaffirm the statements made in the letters
      furnished by them pursuant to Section 6(c), except that the specified date
      referred to therein for the carrying out of procedures shall be no more
      than two (2) business days prior to the First Closing Date and each Option
      Closing Date, as the case may be.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Company Compliance with Prospectus and Registration
      Requirements; No Stop Order</I></B><B>. </B>For the period from and after
      effectiveness of this Agreement and prior to the First Closing Date and,
      with respect to the Additional Units, each Option Closing Date:</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the U.S. Prospectus shall have been filed with the SEC in
      the manner and within the time period required by the Securities Act, and
      the Canadian Prospectus shall have been filed with the Canadian
      Commissions in each of the Qualifying Jurisdictions and in accordance with
      the Canadian Securities Laws, and a receipt obtained therefor;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>no stop order suspending the effectiveness of the
      Registration Statement, or any post-effective amendment to the
      Registration Statement, shall be in effect and no proceedings for such
      purpose shall have been instituted or threatened by the SEC;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>no order preventing or suspending the use of the Canadian
      Prospectus shall have been issued and no proceeding for that purpose shall
      have been initiated or threatened by any Canadian Commission or other
      securities regulatory authority in Canada;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(iv) </TD>
    <TD>
      <P align=justify>no order, ruling, determination having the effect of
      suspending the issuance, sale, exercise or conversion or ceasing the
      trading of the Common Shares or securities convertible into Common Shares,
      or any other securities of the Company shall have been issued by any
      Governmental Authority in Canada or the United States and no proceedings
      for that purpose shall have been instituted or shall be pending or, to the
      knowledge of the Company, shall be
contemplated or threatened by any such court, securities regulatory
      authority or stock exchange;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_43></A>
<P align=center>- 43 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(v) </TD>
    <TD>
      <P align=justify>the Canadian Prospectus Supplement shall have been filed
      with the Canadian Commissions in each of the Qualifying Jurisdictions in
      accordance with the Shelf Procedures and a U.S. Prospectus Supplement
      shall have been filed with the SEC;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(vi) </TD>
    <TD>
      <P align=justify>the Registration Statement and all amendments thereto
      shall not contain an 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 not misleading; and (a) neither the Prospectuses nor
      any amendment or supplement thereto, shall include a misrepresentation or
      an untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading, (b) no Time of
      Sale Prospectus, and no amendment or supplement thereto, shall include an
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading and (c) none of
      the free writing prospectuses, if any, shall include an untrue statement
      of a material fact or, omit to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they are made, not misleading; and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(vii) </TD>
    <TD>
      <P align=justify>all requests for additional information on the part of
      the SEC or any Canadian Commission shall have been complied
with.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>No Material Adverse Effect</I></B>. For the period
      from the date of this Agreement and to and including the First Closing
      Date and, with respect to the Additional Units, each Option Closing Date,
      in the judgment of the Co-Lead Underwriters, there shall not have occurred
      any Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Officers&#146; Certificate</I></B>. On the First Closing
      Date and each Option Closing Date, the Underwriters and CF US shall have
      received a written certificate, addressed to the Underwriters and CF US,
      executed by the President and Chief Executive Officer of the Company and
      the Chief Financial Officer of the Company, in each case, in such capacity
      and not in his personal capacity, dated as of the First Closing Date and
      each Option Closing Date, as applicable, to the effect that the conditions
      set forth in Section 6(e) have been met, and further to the effect
      that:</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the representations, warranties and covenants of the
      Company set forth in Section 3 of this Agreement are true and correct in
      all material respects with the same force and effect as though expressly
      made on and as of such First Closing Date and each Option Closing Date, as
      applicable, except that any representations and warranties
  qualified by materiality or &#147;Material Adverse Effect&#148; shall be
      true and correct in all respects;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_44></A>
<P align=center>- 44 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>as at the First Closing Date and each Option Closing
      Date, as applicable, no order, ruling or determination having the effect
      of ceasing or suspending trading in the Common Shares or any securities
      convertible into Common Shares has been issued and no proceedings for such
      purpose are pending or, to the best of the knowledge, information and
      belief of the person signing such certificate, are contemplated or
      threatened; and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>the Company has complied with all the agreements
      hereunder and satisfied all the conditions on its part to be performed or
      satisfied hereunder at or prior to such First Closing Date and each Option
      Closing Date, as applicable.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Certificates of the Company</I></B>. The
      Underwriters having received certificates dated the First Closing Date and
      each Option Closing Date, as applicable, addressed to the Underwriters and
      CF US, signed by the General Counsel and Corporate Secretary of the
      Company, in such capacity and not personally, in form and content
      satisfactory to the Underwriters, acting reasonably, with respect
    to:</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the constating documents and by-laws of the
    Company;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>the resolutions of the directors of the Company relevant
      to the distribution of the Units in each of the Qualifying Jurisdictions
      and in the United States, allotment, issue (or reservation for issue) and
      sale of the Units, the authorization of this Agreement, and the other
      agreements and transactions contemplated by this Agreement; and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>the incumbency and signatures of signing officers of the
      Company.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Good Standing</I></B>. The Co-Lead Underwriters
      shall have received on and as of the day prior to the First Closing Date
      and each Option Closing Date, as applicable, satisfactory evidence of the
      good standing of the Company and its Material Subsidiaries in their
      respective jurisdictions of organization, in each case in writing or any
      standard form of telecommunication from the appropriate Governmental
      Authorities of such jurisdictions.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD colSpan=2>
      <P align=justify><B>[Intentionally Omitted.]</B></P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD colSpan=2>
      <P align=justify><B><I>Listing</I></B><I>. </I>The Unit Shares, Warrant
      Shares, Additional Unit Shares and Additional Warrant Shares shall have
      been approved for listing on the NYSE, subject only to notice of issuance
      at or prior to the First Closing Date. The Unit Shares, Warrant Shares,
      Additional Unit Shares, Additional Warrant Shares, Warrants and Additional
      Warrants shall have been approved for listing on the TSX, subject to the fulfillment of the
      usual post-closing requirements.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_45></A>
<P align=center>- 45 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify><B><I>Warrant Indenture. </I></B>The Warrant Indenture
      shall have been executed and delivered by the Company and CST Trust
      Company and American Stock Transfer &amp; Trust Company, LLC in form and
      substance satisfactory to the Co-Lead Underwriters and their counsel,
      acting reasonably.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(m) </TD>
    <TD>
      <P align=justify><B><I>Lock-Up Agreements from Directors and Officers of
      the Company</I></B><B>. </B>On or prior to the First Closing Date, the
      Company shall have furnished to the Co- Lead Underwriters an agreement in
      the form of Exhibit &#147;B&#148; hereto from each of the persons listed on Exhibit
      &#147;A&#148; hereto, and such agreement shall be in full force and effect on the
      First Closing Date and each Option Closing Date.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(n) </TD>
    <TD>
      <P align=justify><B><I>Certificate of Transfer Agent</I></B>. The Company
      having delivered to the Underwriters on the First Closing Date and on the
      Option Closing Date, as the case may be, a certificate of CST Trust
      Company, Inc. as registrar and transfer agent of the Common Shares, which
      certifies the number of Common Shares issued and outstanding on the date
      prior to the First Closing Date and each Option Closing Date, as
      applicable.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(o) </TD>
    <TD>
      <P align=justify><B><I>No Termination</I></B>. The Underwriters shall not
      have previously terminated their obligations pursuant to Section 8 of this
      Agreement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(p) </TD>
    <TD>
      <P align=justify><B><I>Additional Documents</I></B>. On or before the
      First Closing Date and each Option Closing Date, as applicable, the
      Co-Lead Underwriters and counsel for the Underwriters shall have received
      such information and other customary Closing documents as they may
      reasonably request for the purposes of enabling them to pass upon the
      issuance and sale of the Units as contemplated herein, or in order to
      evidence the accuracy of any of the representations and warranties, or the
      satisfaction of any of the conditions or agreements, herein contained; and
      all proceedings taken by the Company in connection with the issuance and
      sale of the Units as contemplated herein and in connection with the other
      transactions contemplated by this Agreement shall be reasonably
      satisfactory in form and substance to the Co- Lead Underwriters and
      counsel for the Underwriters.</P></TD></TR></TABLE>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any condition specified in
this Section 6 is not satisfied when and as required to be satisfied, this
Agreement may be terminated by the Co-Lead Underwriters by notice to the Company
at any time on or prior to the First Closing Date, which termination shall be
without liability on the part of any party to any other party, except that
Section 5, Section 6 and Section 10 shall at all times be effective and shall
survive such termination. </P>
<P align=justify><B>Section 7</B><B> </B><B>Covenants of the
Underwriters.</B></P>
<P align=justify>(1) Each Underwriter, severally and not jointly, covenants with
the Company, after the First Closing Date, the Underwriters will (a) use their
reasonable best efforts to complete the distribution of the Units as promptly as
possible and (b) give prompt written notice to the Company or its counsel when, in the opinion of the
Underwriters, they have completed distribution of the Units, and, as soon as
practicable but in any event not later than 30 days after completion of the
distribution, will provide the Company or its counsel in writing, with a
breakdown of the number of Units distributed in each of the Qualifying
Jurisdictions and in the United States where that breakdown is required by a
Canadian Commission or the SEC, as the case may be, for the purpose of
calculating fees payable to, or making filings with, that Canadian Commission or
the SEC, as the case may be.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_46></A>
<P align=center>- 46 - </P>
<P align=justify>(2) No Underwriter shall be liable to the Company under this
Section 7 with respect to a default by any of the other Underwriters. </P>
<P align=justify>(3) Each Underwriter, severally and not jointly, covenants with
the Company not to take any action that would result in the Company being
required to file with the SEC pursuant to Rule 433-(d) under the Securities Act
a free writing prospectus prepared by or on behalf such Underwriter that
otherwise would not be required to be filed by the Company thereunder but for
the action of the Underwriter. </P>
<P align=justify><B>Section 8</B><B> </B><B>Termination of this
Agreement.</B></P>
<P align=justify>(1) In addition to any other remedies which may be available to
the Underwriters, each Underwriter shall be entitled, at such Underwriter&#146;s sole
option, to terminate and cancel, without any liability on such Underwriter&#146;s
part, its obligations under this Agreement if, at any time prior to the First
Closing Date or, in the case of the Additional Units prior to the Option Closing
Date:</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Litigation. </I></B>Any enquiry, action, suit,
      investigation or other proceeding, whether formal or informal, is
      commenced, announced or threatened or any order is made by any
      Governmental Authority in Canada, the United States or elsewhere,
      including, without limitation, the TSX or the NYSE, in relation to the
      Company or the Material Subsidiaries or the Company&#146;s directors and
      officers in their capacity as such with the Company which, in the sole
      opinion of the Co-Lead Underwriters, acting reasonably, operates to
      prevent or restrict materially the distribution or trading of the Units or
      any other securities of the Company in any of the Qualifying Jurisdictions
      or the United States.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Financial-Out. </I></B>Any change in the U.S.,
      Canadian or international financial, political or economic conditions or
      the effect of which is such as to make it, in the judgment of the Co-Lead
      Underwriters, impractical to market or to enforce contracts for the sale
      of the Units, including without limitation, (i) if trading or quotation in
      any of the Company&#146;s securities shall have been suspended or limited by
      the SEC, or by the NYSE or by any Canadian Commission or by the TSX, or
      (ii) trading in securities generally on any of the NYSE or the TSX shall
      have been suspended or limited, or minimum or maximum prices shall have
      been generally established on any of such stock exchanges by the SEC or
      FINRA, or (iii) the declaration of any banking moratorium by any Canadian,
      U.S. federal or New York authorities, or (iv) any major disruption of
      settlements of securities or payment or
clearance services in the United States or Canada where the
      securities of the Company are listed.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_47></A>
<P align=center>- 47 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Disaster Out</I></B>. There should develop, occur
      or come into effect or existence any attack on, outbreak or escalation of
      hostilities or act of terrorism involving Canada or the United States, any
      declaration of war by the United States Congress, any other national or
      international calamity or emergency, or any governmental action, change of
      Applicable Law (or in the judicial interpretation thereof), if, in the
      judgment of the Co-Lead Underwriters, the effect of any such attack,
      outbreak, escalation, act, declaration, calamity, emergency or
      governmental action, or change is material and adverse such as to make it
      impractical or inadvisable to proceed with the offering of the Units or to
      enforce contracts for the sale of the Units on the First Closing Date or
      the relevant Option Closing Date, as the case may be, on the terms and in
      the manner contemplated by this Agreement, the Time of Sale Prospectus and
      each of the Applicable Prospectuses or might be expected to have a
      significant adverse effect on the state of financial markets in Canada or
      the United States or the business, operations, management or capital of
      the Company or the market price or value of the Common Shares.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Material Adverse Effect. </I></B>There should occur
      or be announced by the Company and its Material Subsidiaries taken as a
      whole, any Material Adverse Effect or a change in any material fact, or
      there should be discovered any previously undisclosed material fact (other
      than a material fact related solely to the Underwriters or any of their
      affiliates) required to be disclosed in any Applicable Prospectus, which
      results, or in the sole judgment of the Co-Lead Underwriters, is
      reasonably expected to result, in purchasers of a material number of Units
      exercising their right under applicable legislation to withdraw from their
      purchase of the Units or, in the sole judgment of the Co- Lead
      Underwriters, has or may be expected to have a significant adverse effect
      on the market price or value of the Units and makes it impractical or
      inadvisable to market the Units.</P></TD></TR></TABLE>
<P align=justify>(2) The Company agrees that all representations, warranties,
terms and conditions of this Agreement (including the conditions in Section 6)
shall be construed as conditions and complied with so far as they relate to acts
to be performed or caused to be performed by it, that it will use its
commercially reasonable best efforts to cause such representations, warranties,
terms and conditions not to be breached and to be complied with, and that any
material breach (or in the case of any representation, warranty, term or
condition qualified by materiality, any breach) or failure by it to comply with
any such conditions shall entitle any Underwriter to terminate its obligations
under this Agreement by notice to that effect given to the Company and the
Co-Lead Underwriters at or prior to the First Closing Date or the Option Closing
Date, as the case may be, unless otherwise expressly provided in this
Agreement.</P>
<P align=justify>(3) The rights of termination contained in this Section 8 may
be exercised by the Underwriters (or any of them) and are in addition to any
other rights or remedies that the Underwriters may have in respect of any default, act or failure
to act or non-compliance by the Company in respect of any of the matters
contemplated by this Agreement or otherwise. In the event of any such
termination, there shall be no further liability or obligation on the part of an
Underwriter to the Company, or on the part of the Company to such Underwriter
except in respect of any liability or obligation under any of Section 5 and
Section 10 hereof which shall at all times remain in full force and effect and
shall survive such termination. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_48></A>
<P align=center>- 48 - </P>
<P align=justify><B>Section 9</B><B> </B><B>Obligation to Purchase.</B></P>
<P align=justify>(1) Subject to the terms of this Agreement, the obligation of
the Underwriters to purchase the Firm Units or the Additional Units, if
applicable, at the First Closing Date or the Option Closing Date, as the case
may be, shall be several and not joint and several and shall be limited to the
number and equivalent percentage of the Firm Units or the Additional Units, if
applicable, set out opposite the name of the Underwriters respectively below
(subject to such adjustment as the Co-Lead Underwriters may determine to
eliminate fractional shares):</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="90%" align=left>&nbsp;</TD>
    <TD align=right width="20%"><B>Number</B>&nbsp; </TD>
    <TD width="20%" align=right> <B>Percentage</B></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD width="20%" align=right><B>of Firm</B> </TD>
    <TD align=right width="20%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD width="20%" align=right><B>Units</B> </TD>
    <TD width="20%" align=right>&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
  </TR>
  <TR vAlign=top bgcolor="#e6efff">
    <TD align=left>Cantor Fitzgerald Canada Corporation </TD>
    <TD align=right>2,305,555</TD>
    <TD align=right>41.5%</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
  </TR>
  <TR vAlign=top bgcolor="#e6efff">
    <TD align=left>Rodman &amp; Renshaw a unit of H.C. Wainwright &amp; Co., LLC</TD>
    <TD align=right>2,305,555</TD>
    <TD align=right>41.5%</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
  </TR>
  <TR vAlign=top bgcolor="#e6efff">
    <TD align=left>Raymond James Ltd.</TD>
    <TD align=right>333,334</TD>
    <TD align=right>6%</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
  </TR>
  <TR vAlign=top bgcolor="#e6efff">
    <TD align=left>Haywood Securities Inc. </TD>
    <TD align=right>333,334</TD>
    <TD align=right>6%</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
    <TD align=right>&nbsp;</TD>
  </TR>
  <TR vAlign=top bgcolor="#e6efff">
    <TD align=left>Dundee Securities Ltd.</TD>
    <TD align=right>277,778</TD>
    <TD align=right>5%</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=right style="BORDER-BOTTOM: #000000 1px solid">&nbsp;</TD>
    <TD align=right style="BORDER-BOTTOM: #000000 1px solid">&nbsp;</TD>
  </TR>
  <TR vAlign=top bgcolor="#e6efff">
    <TD align=left>&nbsp;</TD>
    <TD align=right><b>5,555,556</b></TD>
    <TD align=right><b>100.0%</b></TD>
  </TR>
</TABLE>

<P align=justify>(2) If, on the First Closing Date or the applicable Option
Closing Date, any one or more of the Underwriters shall fail or refuse to
purchase the Units that it or they have agreed to purchase hereunder on such
date, and the aggregate number of Units which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase does not exceed 10% of the
aggregate number of the Units to be purchased on such date, the Co-Lead
Underwriters may make arrangements satisfactory to the Company for the purchase
of such Units by other persons, including any of the Underwriters, but if no
such arrangements are made by the First Closing Date or the applicable Option
Closing Date, the other Underwriters shall be obligated, severally and not
jointly, in the proportions that the number of Units set forth opposite their
respective names in this Section 9 bears to the aggregate number of Units set
forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as may be specified by the Co-Lead Underwriters with the
consent of the non-defaulting Underwriters, to purchase the Units which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date. If, on the First Closing Date or the
applicable Option Closing Date, any one or more of the Underwriters shall fail
or refuse to purchase the Units and the aggregate number of Units with respect
to which such default occurs exceeds 10% of the aggregate number of Units to be
purchased on such date, and arrangements satisfactory to the Co-Lead
Underwriters and the Company for the purchase of such Units are not made within
48 hours after such default, this Agreement shall terminate without liability of
any party to any other party (other than the defaulting underwriter, who shall
remain liable to the Company) except that the provisions of Section 5 and
Section 10 shall at all times be effective and shall survive such termination.
In any such case either the Co-Lead Underwriters or the Company shall have the
right to postpone the First Closing Date or the applicable Option Closing Date,
but in no event past 9:00 a.m. (Toronto time) on September 25<font face="Times New Roman"></font>, 2016 in order that
the required changes, if any, to the Registration Statement and the Prospectuses
or any other documents or arrangements may be effected. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_49></A>
<P align=center>- 49 - </P>
<P align=justify>(3) As used in this Agreement, the term &#147;<B>Underwriter</B>&#148;
shall be deemed to include any person substituted for a defaulting Underwriter
under this Section 9. Any action taken under this Section 9 shall not relieve
any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement. </P>
<P align=justify><B>Section 10</B><B> </B><B>Indemnification. </B></P>
<P align=justify>(1) The Company (referred to in this Section 10 as the
<B>&#147;Company Indemnifying Party&#148;</B>) agrees to indemnify and save harmless each
of the Underwriters, CF US and their respective affiliates and each of their
respective directors, officers, employees, shareholders and agents, and each
person, if any, who controls the Underwriters within the meaning of Section 15
of the Securities Act or Section 20 of the 1934 Act (each referred to in this
Section 10 as an <B>&#147;Underwriter Indemnified Party&#148;</B>) from and against all
liabilities, claims, losses (other than loss of profits in connection with the
distribution of the Units), actions, suits, proceedings, charges, reasonable
costs, damages and reasonable expenses which an Underwriter Indemnified Party
may suffer or incur or be subject to, including all amounts paid to settle
actions or satisfy judgments or awards and all reasonable legal fees and
expenses that may be incurred in advising with respect to investigating or
defending any Claim, in any way caused by, or arising directly or indirectly
from, or in consequence of: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>any information or statement contained in the
      Registration Statement, the Prospectuses, any issuer free writing
      prospectus or any Supplementary Material related thereto, or in any
      certificate or other document of the Company or of any officer of the
      Company or any of its Material Subsidiaries delivered hereunder or
      pursuant hereto which contains or is alleged to contain a
      misrepresentation;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>any omission or alleged omission to state in the
      Registration Statement, the Prospectuses, any issuer free writing
      prospectus, any marketing materials or any Supplementary Material related
      thereto, or any certificate or other document of the Company or any
      officer of the Company or any of the Material Subsidiaries delivered
      hereunder or pursuant hereto any fact, whether material or not required to
      be stated therein or necessary to make any statement therein not misleading in light of the
      circumstances under which it was made;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_50></A>
<P align=center>- 50 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>any order made or any inquiry, investigation or
      proceedings commenced or threatened by any securities commission, stock
      exchange or other Governmental Authority based upon any actual or alleged
      untrue statement, omission or misrepresentation in the Prospectuses, the
      Registration Statement, any issuer free writing prospectus, any marketing
      materials or any Supplementary Material or based upon any actual or
      alleged failure to comply with Canadian Securities Laws or U.S. Securities
      Laws, preventing or restricting the trading in of the Firm Shares, Warrant
      Shares, Additional Unit Shares or Additional Warrant Shares or the
      distribution of the Units or any other securities of the
Company;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>the non-compliance or alleged non-compliance by the
      Company with any requirement of Canadian Securities Laws or U.S.
      Securities laws in any of the Qualifying Jurisdictions or in the United
      States or any state therein in connection with the transactions herein
      contemplated including the Company&#146;s non-compliance or alleged
      non-compliance with any statutory requirement to make any document
      available for inspection; or</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>any breach of any representation or warranty of the
      Company contained herein or in any certificate or other document of the
      Company or of any officers of the Company or any of the Material
      Subsidiaries delivered hereunder or pursuant hereto or the failure of the
      Company to comply with any of its obligations
hereunder,</P></TD></TR></TABLE>
<P style="MARGIN-LEFT: 5%" align=justify><I>provided, however,</I> that the
foregoing indemnity shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made solely in reliance upon and in conformity with
written information relating to the Underwriters furnished to the Company by the
Underwriters expressly for use in the Prospectus Supplements or Time of Sale
Prospectus, or any such amendment or supplement thereto, or any issuer free
writing prospectus.</P>
<P align=justify>(2) Each Underwriter, severally and not jointly (each referred
to in this Section 10 as the <B>&#147;Underwriter Indemnifying Party&#148;</B>), agrees to
indemnify and hold harmless the Company and its directors and each officer and
director of the Company who signed the Registration Statement or the U.S.
Prospectus, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such
person referred to in this Section 10 as the <B>&#147;Company Indemnified Party&#148;</B>)
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in Section 10(1), as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made
in the Prospectus Supplements or Time of Sale Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with information relating
to the Underwriters and furnished to the Company in writing by the Underwriters
expressly for use therein. The Company hereby acknowledges that the only
information that the Underwriters have furnished to the Company expressly for use in the Prospectus Supplements or Time of Sale
Prospectus (or any amendment or supplement thereto) are the statements set forth
in the seventh and fourteenth paragraphs under the caption &#147;Plan of
Distribution&#148; in the Canadian Prospectus Supplement.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_51></A>
<P align=center>- 51 - </P>
<P align=justify>(3) If any matter or thing contemplated by this Section 10 (any
such matter or thing being hereinafter referred to as a <B>&#147;Claim&#148;</B>) is
asserted against either the Underwriter Indemnified Party or the Company
Indemnified Party (as the context requires, the &#147;<B>Indemnified Party</B>&#148;), the
Indemnified Party shall notify the Company Indemnifying Party or the Underwriter
Indemnifying Party (as the context requires, the &#147;<B>Indemnifying Party</B>&#148;),
as soon as practicable, of such Claim to the extent allowable by Applicable Law
(provided, however, that failure to provide such notice shall not affect the
Indemnified Party&#146;s right to indemnification hereunder, except (and only) to the
extent of material prejudice (through the forfeiture of substantive rights and
defenses) to the Indemnifying Party therefrom) and the Indemnifying Party shall
be entitled (but not required) to assume the defence of any suit, action or
proceeding brought to enforce such Claim; provided, however, that the defence
shall be conducted through legal counsel acceptable to the Indemnified Party and
that no admission of liability or settlement of any such Claim may be made by
the Indemnifying Party or the Indemnified Party without the prior written
consent of the other. </P>
<P align=justify>(4) In any such Claim, the Indemnified Party shall have the
right to retain separate counsel to act on its behalf provided that the fees and
disbursements of such counsel shall be paid by the Indemnified Party unless:
</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>the Indemnifying Party fails to assume the defence of
      such Claim on behalf of the Indemnified Party within five (5) business
      days of receiving notice thereof or, having assumed such defence, has
      failed to engage counsel promptly or who is acceptable to the Indemnified
      Parties, or has failed to pursue it diligently;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>the Indemnifying Party and the Indemnified Party shall
      have mutually agreed to the retention of the other counsel; or</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>the named parties to the Claim (including any added,
      third parties or interpleaded parties) include the Indemnifying Party, and
      the Indemnifying Parties has been advised by counsel (including internal
      counsel) that there are legal defences available to such Indemnified Party
      that are different or in addition to those available to the Indemnifying
      Party, that representation of the Indemnified Party by counsel for the
      Indemnifying Party is inappropriate as a result of the potential or actual
      conflicting interests of those represented, or where in such Indemnified
      Party&#146;s reasonable judgment, the Claim gives rise to a conflict of
      interest between the Indemnifying Party and such Indemnified
  Party;</P></TD></TR></TABLE>
<P align=justify>in each of cases Section 10(4)(a), Section 10(4)(b) and Section
10(4)(c), the Indemnifying Party will not have the right to assume the defence
of the suit on behalf of such Indemnified Party, but the Indemnifying Party will
be liable to pay the fees and expenses of separate counsel for all Indemnified
Parties and, in addition, of local counsel in each applicable jurisdiction.
Notwithstanding the foregoing, no settlement may be made by an Indemnified Party without the prior written consent of the Indemnifying Party,
which consent will not be unreasonably withheld, conditioned or delayed.
</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_52></A>
<P align=center>- 52 - </P>
<P align=justify>(5) In order to provide for a just and equitable contribution
in circumstances in which the indemnity provided in Section 10(1) or Section
10(2) would otherwise be available in accordance with its terms but is, for any
reason, 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 Indemnifying Party 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 Units) of
the nature contemplated in this Section 10 and suffered or incurred by the
Indemnified Parties in such proportions as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the distribution of the Units as well as the relative
fault of the parties 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: (i) no Underwriter shall in any event be liable to contribute, in
the aggregate, any amount in excess of the aggregate fee or any portion thereof
actually received by such Underwriter hereunder; and (ii) no party who has been
determined by a court of competent jurisdiction in a final judgment that has
become non-appealable to have engaged in any fraud, fraudulent
misrepresentation, wilful misconduct or gross negligence in connection with the
Claim or Claims which resulted in such claims, expenses, costs, damages,
liabilities or losses shall be entitled to claim contribution from any person
who has not been so determined to have engaged in such fraud, fraudulent
misrepresentation or gross negligence in connection with such Claim or Claims.
</P>
<P align=justify>(6) The rights of contribution and indemnity provided in this
Section 10 shall be in addition to and not in derogation of any other right to
contribution and indemnity which the Underwriters may have by statute or
otherwise at law. </P>
<P align=justify>(7) The Underwriters&#146; 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
9 hereof. </P>
<P align=justify>(8) In the event that any Company Indemnifying Party is held to
be entitled to contribution from the Underwriters under the provisions of any
Applicable Law, the Company Indemnifying Party shall be limited to contribution
in an amount not exceeding the lesser of: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>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</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>the amount of the aggregate fee actually received by the
      Underwriters from the Indemnifying Party hereunder, provided that no
      individual Underwriter shall be required to contribute more than the fee
      actually received by such Underwriter.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_53></A>
<P align=center>- 53 - </P>
<P align=justify>(9) If the Underwriters have reason to believe that a claim for
contribution may arise, they shall give the Indemnifying Party notice thereof in
writing, but failure to notify the Indemnifying Party shall not relieve the
Indemnifying Party of any obligation which it may have to the Underwriters under
this Section 10, except (and only) to the extent of material prejudice (through
the forfeiture of substantive rights and defenses) to the Indemnifying Party
therefrom. </P>
<P align=justify>(10) With respect to this Section 10, the Company acknowledges
and agrees that the Underwriters are contracting on their own behalf and as
agents for their respective affiliates, directors, officers, employees and
agents, and each person, if any, controlling any Underwriter or any of its
subsidiaries 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 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.</P>
<P align=justify><B>Section 11</B><B> </B><B>Notification to the Underwriters.
</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company undertakes to notify
the Co-Lead Underwriters immediately if it comes to its knowledge at any time up
to the First Closing Date or the expiration of the Over-Allotment Option that
any of the representations and warranties of the Company in this Agreement was
not true or accurate or was misleading in any material respect when given or
made or has ceased to be true or accurate in any material respect or has become
misleading by reference to the facts or circumstances from time to time
subsisting and of all other information of which it becomes aware which may give
rise to an obligation to prepare and file Supplementary Material. If, at any
time prior to the First Closing Date, the Co-Lead Underwriters shall receive
notification pursuant to this section or they shall otherwise become aware that
any of the representations and warranties in this Agreement is or has become or
is likely to become untrue, inaccurate or misleading in any material respect,
the Co-Lead Underwriters may (without prejudice to their right to terminate
their obligations under this Agreement pursuant to Section 8) require the
Company at its own expense to make or cause to be made such announcement as the
Underwriters may reasonably determine.</P>
<P align=justify><B>Section 12</B><B> </B><B>Representations, Warranties and
Covenants to Survive Delivery.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The representations, warranties
and covenants (including indemnities) of the Company and the Underwriters
contained in this Agreement and in any certificate delivered pursuant to this
Agreement or in connection with the purchase and sale of the Units shall survive
the delivery of and payment for the Units sold hereunder and shall continue in
full force and effect unaffected by any subsequent disposition of the Units by
the Underwriters or the termination of the Underwriters&#146; obligations and shall
not be limited or prejudiced by any investigation made by or on behalf of the
Underwriters in connection with the preparation of the Prospectuses, any
amendments or supplements related thereto or the distribution of the Units.</P>
<P align=justify><B>Section 13</B><B> </B><B>No Advisory or Fiduciary
Relationship.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company acknowledges and
agrees that (a) the purchase and sale of the Units pursuant to this Agreement,
including the determination of the Offering Price of the Units and any related discounts and commissions, is an arm&#146;s-length
commercial transaction between the Company, on the one hand, and the
Underwriters, on the other hand, (b) in connection with the offering
contemplated hereby 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
contemplated hereby 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 contemplated hereby 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 contemplated
hereby and the Company has consulted its own legal, accounting, regulatory and
tax advisors to the extent it deemed appropriate. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_54></A>
<P align=center>- 54 - </P>
<P align=justify><B>Section 14</B><B> </B><B>Notices.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All communications hereunder
shall be in writing and shall be mailed, hand delivered, or faxed and confirmed
to the parties hereto as follows: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="5%"  >&nbsp;</TD>
    <TD align=left >(a) </TD>
    <TD align=left width="90%">If to the Underwriters and/or CF US: </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Cantor Fitzgerald Canada Corporation </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">181 University Avenue </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Suite 1500 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Toronto, Ontario </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">M5H 3M7 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Canada </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: Graham Moylan </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Facsimile Number: (416) 350-2985 </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">And </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Rodman &amp; Renshaw a unit of H.C. Wainwright
      &amp; Co., LLC </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">430 Park Avenue, 4th Floor </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">New York, NY 10022 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: Craig Schwabe </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">E-mail Address: notices@hcwco.com </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">And </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Cantor Fitzgerald &amp; Co. </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">110 East 59th Street </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">New York, NY 10022 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: Legal Department </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Facsimile Number: (212) 829-4708
</TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_55></A>
<P align=center>- 55 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="5%"  >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">with a copy to: </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Stikeman Elliott LLP </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">5300 Commerce Court West </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">199 Bay Street </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Toronto, Ontario M5L 1B9 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Canada </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: Martin Langlois and Steven Bennett
    </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Facsimile Number: (416) 947-0866 </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">And </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Cooley LLP </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">1114 Avenue of the Americas </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">New York, NY 10036 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: Daniel I. Goldberg, Esq. </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Facsimile Number: (212) 479-6275 </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >(b) </TD>
    <TD align=left width="90%">If to the Company: </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Energy Fuels Inc. </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">225 Union Blvd., Suite 600 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Lakewood, CO 80228 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: David Frydenlund, Senior Vice
      President, General Counsel and </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Corporate Secretary </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Facsimile Number: (303) 389-4129 </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">with a copy to: </TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Borden Ladner Gervais LLP </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Scotia Plaza, 40 King St. West </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Toronto, Ontario M5H 3Y4 </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Attention: Jason Saltzman </TD></TR>
  <TR vAlign=top>
    <TD width="5%" >&nbsp;</TD>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Facsimile Number: (416) 361-2770
</TD></TR></TABLE>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any party hereto may change the
address for receipt of communications by giving written notice to the others.
The parties may change their respective addresses, e-mail addresses and
facsimile numbers for notice, by notice given in the manner aforesaid. Any such
notification shall be deemed to be effective when faxed or delivered, if faxed
or delivered to the recipient on a business day and before 3:00 p.m. (local
time) on such business day, and otherwise shall be deemed to be given at 9:00
a.m. (local time) on the next following business day. </P>
<P align=justify><B>Section 15</B><B> </B><B>Authority and Use of the Advice of
the Co-Lead Underwriters.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall be entitled to
rely and shall act on any notice, waiver, extension or other communication given
by or on behalf of the Underwriters by the Co-Lead Underwriters, who have
authority to bind the Underwriters with respect to all matters covered by this Agreement insofar as such matters relate to the
Underwriters, with the exception of matters arising under Section 10, or notice
of termination pursuant to Section 8, which notice may be given by any of the
Underwriters. The Company agrees that all written and oral opinions, advice,
analysis and materials provided by the Underwriters in connection with the
offering and sale of the Units are intended solely for the Company&#146;s benefit and
for the Company&#146;s use only and the Company covenants and agrees that no such
opinions, advice or material will be used for any other purpose whatsoever or
reproduced, disseminated, quoted from or referred to in whole or in part at any
time, in any manner or for any purpose, without the prior consent of the Co-Lead
Underwriters in each specific circumstance. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_56></A>
<P align=center>- 56 - </P>
<P align=justify><B>Section 16</B><B> </B><B>Successors.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement will inure to the
benefit of and be binding upon the parties hereto, including any substitute
Underwriters pursuant to Section 9 hereof, and to the benefit of the employees,
officers and directors and controlling persons referred to in Section 10 and in
each case their respective successors and personal representatives, and no other
person will have any right or obligation hereunder. The term &#147;<B>successors</B>&#148;
shall not include any purchaser of the Units as such from any of the
Underwriters merely by reason of such purchase. </P>
<P align=justify><B>Section 17</B><B> </B><B>Time of the Essence. </B></P>
<P align=justify>Time shall be of the essence of this Agreement. </P>
<P align=justify><B>Section 18</B><B> </B><B>Partial Unenforceability.</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable. </P>
<P align=justify><B>Section 19</B><B> </B><B>Governing Law and Venue. </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein governing contracts made and to be
performed wholly therein and without reference to its principles governing the
choice or conflict of laws. The parties hereto irrevocably attorn and submit to
the exclusive jurisdiction of the courts of the Province of Ontario, sitting in
the City of Toronto, with respect to any dispute related to this Agreement<B>
</B></P>
<P align=justify><B>Section 20</B><B> </B><B>Counterparts/Facsimile/Electronic
Signatures. </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed by
any one or more of the parties to this Agreement in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. The transmission by facsimile
or e-mail of a copy of the execution page hereof reflecting the execution of
this Agreement by any party hereto shall be effective to evidence that party&#146;s
intention to be bound by this Agreement and that party&#146;s agreement to the terms,
provisions and conditions hereof, all without the necessity of having to
produce an original copy of such execution page. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_57></A>
<P align=center>- 57 - </P>
<P align=justify><B>Section 21</B><B> </B><B>CF US. </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is acknowledged and agreed
that CF US is a U.S. affiliate of CFCC that will be selling the Units in the
United States on behalf of CFCC in accordance with Section 2(1) and is a party
to this Agreement for the purpose of receiving the benefit of the
representations, warranties and covenants made by the Company herein and
enforcing the indemnity and contribution contained in Section 10 hereof as an
Indemnified Party.</P>
<P align=justify><B>Section 22</B><B> </B><B>General Provisions.</B></P>
<P align=justify>(1) This Agreement constitutes the entire agreement of the
parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. This Agreement may not be amended or modified unless
in writing by all of the parties hereto, and no condition herein (express or
implied) may be waived unless waived in writing by each party whom the condition
is meant to benefit. The Section headings herein are for the convenience of the
parties only and shall not affect the construction or interpretation of this
Agreement. </P>
<P align=justify>(2) The Company acknowledges that the Underwriters&#146; research
analysts and research departments are required to be independent from their
respective investment banking divisions and are subject to certain regulations
and internal policies, and that such Underwriters&#146; research analysts may hold
and make statements or investment recommendations and/or publish research
reports with respect to the Company and/or the offering that differ from the
views of its investment bankers. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against
the Underwriters with respect to any conflict of interest that may arise from
the fact that the views expressed by their independent research analysts and
research departments may be different from or inconsistent with the views or
advice communicated to the Company by such Underwriters&#146; investment banking
divisions. The Company acknowledges that each of the Underwriters is a full
service securities firm and as such from time to time, subject to applicable
Canadian Securities Laws and U.S. Securities Laws, may effect transactions for
its own account or the account of its customers and hold long or short position
in debt or equity securities of the companies which may be the subject to the
transactions contemplated by this Agreement. </P>
<P align=center>[<I>The Remainder of This Page Intentionally Left Blank;
Signature Page Follows</I>]<I> </I></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_58></A>
<P align=justify>The foregoing is agreed by the parties as of the date first
mentioned above. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  ></TD>
    <TD align=left width="47%" colSpan=2><B>CANTOR</B> <B>FITZGERALD</B>
      <B>CANADA</B> <B>CORPORATION</B> </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%" >&nbsp; </TD>
    <TD width="42%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%" >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
    width="42%">/s/ Shawn Matthews</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="42%" >Name: Shawn Matthews</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  ></TD>
    <TD align=left width="5%" ></TD>
    <TD align=left width="42%" >Title: Authorized Person</TD>
  </TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_59></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="49%" colSpan=3><B>RODMAN</B> <B>&amp; RENSHAW A
      UNIT</B> <B>OF</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="49%" colSpan=3><B>H.C. WAINWRIGHT &amp; CO., LLC</B>
    </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%" >&nbsp; </TD>
    <TD width="22%">&nbsp; </TD>
    <TD width="22%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%" >&nbsp; </TD>
    <TD width="22%">&nbsp; </TD>
    <TD width="22%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%" >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="44%"
    colSpan=2>/s/ Craig Schwabe </TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="44%" colSpan=2>Name: Craig Schwabe </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="44%" colSpan=2>Title: Managing Director
  </TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_60></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD colspan="2" align=left  ><b>DUNDEE  SECURITIES LTD.</b></TD>
    </TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >&nbsp;</TD>
    <TD align=left width="45%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">/s/ John Esteireiro </TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Name: John Esteireiro </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Title: Managing Director, Head of Equity  Capital Markets</TD></TR></TABLE>
<BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_61></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD colspan="2" align=left  ><b>HAYWOOD  SECURITIES INC.</b></TD>
    </TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >&nbsp;</TD>
    <TD align=left width="45%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">/s/ Kevin Campbell</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Name: Kevin Campbell</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Title: Managing Director, Investment Banking</TD>
  </TR></TABLE>
<BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_62></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD colspan="2" align=left  ><b>RAYMOND  JAMES LTD.</b></TD>
    </TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="5%" >&nbsp;</TD>
    <TD align=left width="45%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">/s/ Gavin McOuat</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Name: Gavin McOuat</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Title: Managing Director</TD></TR></TABLE>
<BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_63></A>
<P align=justify>Acknowledged by CF US solely for the purpose of receiving the
benefit of Section 21 of this Agreement.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="50%" colSpan=2><B>CANTOR FITZGERALD &amp; CO.</B>
  </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%" >&nbsp; </TD>
    <TD width="45%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%" >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%"
    >/s/ Shawn E. Matthews</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="45%" >Name: Shawn E. Matthews</TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="45%" >Title: CEO</TD>
  </TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_64></A>
<P align=justify>Accepted and agreed to as of September<font face="Times New Roman"> 14</font>, 2016. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="48%" colSpan=2><B>ENERGY FUELS INC.</B> </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%" >&nbsp; </TD>
    <TD width="43%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%" >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="43%">/s/
    Stephen P. Antony </TD>
  </TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="43%">Name: Stephen P. Antony </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="43%">Title: President &amp; CEO
</TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_65></A>
<P align=center><B>SCHEDULE &#147;A&#148; <BR>MATERIAL SUBSIDIARIES </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Magnum Uranium Corp. </TD>
    <TD align=center width="33%" bgColor=#e6efff>British Columbia </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Titan Uranium Inc. </TD>
    <TD align=center width="33%">Canada </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Strathmore Minerals Corp. </TD>
    <TD align=center width="33%" bgColor=#e6efff>British Columbia </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Uranium Power Corp. </TD>
    <TD align=center width="33%">British Columbia </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Strathmore Resources (US) Ltd. </TD>
    <TD align=center width="33%" bgColor=#e6efff>Nevada </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Energy Fuels Holdings Corp. </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Roca Honda Resources LLC </TD>
    <TD align=center width="33%" bgColor=#e6efff>Delaware </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Magnum Minerals USA Corp. </TD>
    <TD align=center width="33%">Nevada </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Energy Fuels Wyoming Inc. </TD>
    <TD align=center width="33%" bgColor=#e6efff>Nevada </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Energy Fuels Resources (USA) Inc. </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>EFR Alta Mesa LLC </TD>
    <TD align=center width="33%" bgColor=#e6efff>Texas </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR White Mesa LLC </TD>
    <TD align=center width="33%">Colorado </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>EFR Henry Mountains LLC </TD>
    <TD align=center width="33%" bgColor=#e6efff>Colorado </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR White Canyon Corp. </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>EFR Colorado Plateau LLC </TD>
    <TD align=center width="33%" bgColor=#e6efff>Colorado </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR Arizona Strip LLC </TD>
    <TD align=center width="33%">Colorado </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Leoncito Project, LLC </TD>
    <TD align=center width="33%" bgColor=#e6efff>Texas </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Leoncito Property, LLC </TD>
    <TD align=center width="33%">Texas </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Uranerz Energy Corporation </TD>
    <TD align=center width="33%" bgColor=#e6efff>Nevada </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR>
  <TR vAlign=top>
    <TD align=center>Wyoming Gold Mining Company, Inc. </TD>
    <TD align=center width="33%">Wyoming </TD>
    <TD align=right width="33%">100% </TD></TR>
  <TR vAlign=top>
    <TD align=center bgColor=#e6efff>Wate Mining Company, LLC </TD>
    <TD align=center width="33%" bgColor=#e6efff>Arizona </TD>
    <TD align=right width="33%" bgColor=#e6efff>100% </TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_66></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=bottom>
    <TD align=center><B>EXHIBIT &#147;A&#148;</B> </TD></TR>
  <TR vAlign=top>
    <TD align=center><B>LIST OF PERSONS SUBJECT TO LOCK-UP</B>
</TD></TR></TABLE><BR>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="30%" border=0>

  <TR vAlign=top>
    <TD align=left><B>Directors</B> </TD></TR>
  <TR>
    <TD>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>J. Birks Bovaird </TD></TR>
  <TR vAlign=top>
    <TD align=left>Stephen P. Antony </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>Ames Brown </TD></TR>
  <TR vAlign=top>
    <TD align=left>Paul A. Carroll </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>Glenn Catchpole </TD></TR>
  <TR vAlign=top>
    <TD align=left>Bruce D. Hansen </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>Dennis Higgs </TD></TR>
  <TR vAlign=top>
    <TD align=left>Ron F. Hochstein </TD></TR>
  <TR>
    <TD bgColor=#e6efff>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left><B>Officers</B> </TD></TR>
  <TR>
    <TD bgColor=#e6efff>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>Mark Chalmers </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>David C. Frydenlund </TD></TR>
  <TR vAlign=top>
    <TD align=left>Paul Goranson </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>Curtis H. Moore </TD></TR>
  <TR vAlign=top>
    <TD align=left>Harold R. Roberts </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#e6efff>Daniel G. Zang
</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_67></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=bottom>
    <TD align=center><B>EXHIBIT &#147;B&#148;</B> </TD></TR>
  <TR vAlign=top>
    <TD align=center><B>FORM OF LOCK-UP AGREEMENT</B> </TD></TR></TABLE>
<P align=right>__________, 2016 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >To: </TD>
    <TD align=left width="95%">Cantor Fitzgerald Canada Corporation </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="95%">Rodman &amp; Renshaw a unit of H.C. Wainwright
      &amp; Co., LLC </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="95%">(collectively, the &#147;<B>Co-Lead
      Underwriters</B>&#148;) </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="95%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ><B>Re:</B> </TD>
    <TD align=left width="95%"><B>Energy Fuels Inc. </B><B>&#150; Lock-up
      Agreement</B> </TD></TR></TABLE>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned understands that
this lock-up agreement (the &#147;<B>Lock-Up Agreement</B>&#148;) is being delivered to
you in connection with the Underwriting Agreement (the &#147;<B>Underwriting
Agreement</B>&#148;) entered into by Energy Fuels Inc. (the &#147;<B>Company</B>&#148;) and the
Underwriters named in the Underwriting Agreement, with respect to the public
offering (the &#147;<B>Offering</B>&#148;) of units of the Company (the &#147;<B>Units</B>&#148;),
each Unit consisting of one common share in the capital of the Company (the
&#147;<B>Common Shares</B>&#148;) and one-half common share purchase warrant of the
Company (the &#147;<B>Warrants</B>&#148;), each Warrant entitling the holder thereof to
purchase one common share in the capital of the Company.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the benefit
that the Offering will confer upon the undersigned as a [<B>director and/or
officer</B>] of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned agrees
that, in respect of Common Shares owned directly or indirectly by the
undersigned, or under control or direction of the undersigned (including holding
as a custodian) or with respect to which the undersigned has beneficial
ownership (as such term is used in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the &#147;<B>Exchange A</B>ct&#148;)) (collectively, the &#147;<B>Locked-Up
Securities</B>&#148;), during the period beginning from the date hereof and ending on
the day that is ninety (90) days following the date of the closing of the
Offering (the &#147;<B>LockUp Period</B>&#148;), the undersigned will not, without the
prior written consent of the Co-Lead Underwriters, which consent shall not
unreasonably be delayed, conditioned or withheld, (i) issue, offer, sell
(including, without limitation, any short sale), contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or
agree to dispose of or transfer, directly or indirectly, or establish or
increase a &#147;put equivalent position&#148; or liquidate or decrease a &#147;call equivalent
position&#148; within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the United States Securities
and Exchange Commission (the &#147;<B>SEC</B>&#148;) promulgated thereunder (the
&#147;<B>Exchange Act</B>&#148;), with respect to, any Locked-Up Securities, or any
securities convertible into or exchangeable or exercisable for, or warrants or
other rights to purchase, the foregoing, (ii) except as permitted in Section
4(o) of the Underwriting Agreement cause to become effective a registration
statement under the United States Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder (the &#147;<B>Securities
Act</B>&#148;), or to file a prospectus in Canada, relating to the offer and sale of
any Locked-Up Securities or securities convertible into or exercisable or
exchangeable for Locked-Up Securities or other rights to purchase Locked-Up
Securities or any other securities of the Company that are substantially similar to the
Locked-Up Securities, or any securities convertible into or exchangeable or
exercisable for, or any warrants or other rights to purchase, the foregoing,
(iii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Locked-Up
Securities or any other securities of the Company that are substantially similar
to the Locked-Up Securities, or any securities convertible into or exchangeable
or exercisable for, or any warrants or other rights to purchase, the foregoing,
whether any such transaction is to be settled by delivery of Common Shares or
such other securities, in cash or otherwise or (iv) publicly announce an
intention to effect any transaction specified in clause (i), (ii) or (iii).</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_68></A>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing paragraph shall not
apply to (A) dispositions to any trust for the direct or indirect benefit of the
undersigned and/or the spouse, any lineal descendent, father, mother, brother or
sister of the undersigned, provided that such trust agrees in writing with the
Underwriters to be bound by the terms of this Lock-Up Agreement, (B) tenders
pursuant to a <I>bona fide</I> third party take-over bid made to all holders of
Common Shares of the Company or similar acquisition transaction provided that in
the event that the take-over bid or acquisition transaction is not completed,
any Locked-Up Securities shall remain subject to the restrictions contained in
this Lock-Up Agreement, (C) any dispositions pursuant to any pre-existing 10b5-1
plans, (D) any dispositions required to pay the exercise price of any stock
options issued or outstanding under the Company&#146;s equity incentive compensation
plans, or (E) any dispositions required for tax withholdings in connection with
the exercise or vesting of any stock options or restricted stock units issued or
outstanding under the Company&#146;s equity incentive compensation plans. <B></B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the undersigned
hereby waives any and all pre-emptive rights, participation rights, resale
rights, rights of first refusal and similar rights that the undersigned may have
in connection with the Offering or with any issuance or sale by the Company of
any equity or other securities in connection with the Offering. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned hereby confirms
that the undersigned has not, directly or indirectly, taken, and hereby
covenants that the undersigned will not, directly or indirectly, take, any
action designed, or which has constituted or will constitute or might reasonably
be expected to cause or result in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Common
Shares.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned understands that
the Company and the Underwriters are relying upon this Lock-Up Agreement in
proceeding toward the consummation of the Offering. The undersigned further
understands that this Lock-Up Agreement is irrevocable and shall be binding upon
the undersigned&#146;s legal representatives, successors, and assigns, and shall
enure to the benefit of the Company, the Underwriters and their legal
representatives, successors and assigns.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations of the
undersigned pursuant to this Lock-Up Agreement may be waived in writing in whole
or in part by Co-Lead Underwriters in their sole discretion. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Lock-Up Agreement is
governed by the laws of the Province of Ontario and the laws of Canada
applicable therein. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_69></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="10%" >&nbsp; </TD>
    <TD align=left width="45%">Yours very truly, </TD></TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp;</TD>
    <TD align=left width="45%" >&nbsp;</TD></TR>
  <TR>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
    >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%"
    >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>Witness </TD>
    <TD align=left width="10%" >&nbsp; </TD>
    <TD align=left width="45%">Name </TD></TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp;</TD>
    <TD align=left width="45%" >&nbsp;</TD></TR>
  <TR>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
    >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp;</TD>
    <TD align=left width="45%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>Number of Common Shares subject to </TD>
    <TD align=left width="10%" ></TD>
    <TD align=left width="45%"></TD></TR>
  <TR vAlign=top>
    <TD align=left>this Lock-Up Agreement </TD>
    <TD align=left width="10%" >&nbsp; </TD>
    <TD align=left width="45%">&nbsp; </TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_70></A>
<P align=center><B>EXHIBIT &#147;C&#148; <BR>TITLE OPINIONS </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">1. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated October 16, 2013 in respect of the Arizona
      Strip Mines.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">2. </TD>
    <TD colSpan=2>
      <P align=justify>Opinions dated July 23, 2012 and July 24, 2012 in respect
      of the Colorado Plateau Mines.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">3. </TD>
    <TD colSpan=2>
      <P align=justify>Opinions dated July 24, 2012 in respect of the Daneros
      Mine.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">4. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated June 7, 2013 in respect of the Gas Hills
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">5. </TD>
    <TD colSpan=2>
      <P align=justify>Opinions dated July 24, 2012 in respect of the Henry
      Mountains Complex.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">6. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated June 7, 2013 in respect of the Roca Honda
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">7. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated July 24, 2012 in respect of the Sage Plain
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">8. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated July 24, 2012 in respect of the Sheep
      Mountain Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">9. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated October 23, 2013 in respect of the White
      Mesa Mill.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">10. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated July 24, 2012 in respect of the La Sal
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">11. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated May 31, 2013 in respect of Juniper
      Ridge.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">12. </TD>
    <TD colSpan=2>
      <P align=justify>Opinion dated July 23, 2012 in respect of the Whirlwind
      Mine.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">13. </TD>
    <TD colSpan=2>
      <P align=justify>&#147;Limited Title Opinion, Hank Project, MB1 et al. Mining
      Claims (WMC278641 et al.), Campbell County, Wyoming&#148; &#150; By Brown, Drew
      &amp; Massey, LLP dated October 16, 2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated November 29, 2010</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated December 3, 2012</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated February 1, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated August 19,
2013</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"></TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD colSpan=2>
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated September 5, 2013</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD vAlign=top width="5%">14. </TD>
    <TD colSpan=4>
      <P align=justify>&#147;Limited Title Opinion, South Doughstick Project, WC 319
      et al. Mining Claims (WMC 275263 et al.), Campbell and Johnson Counties,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated October 27,
  2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD colSpan=2>
      <P align=justify>&#147;First Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP
      dated November 29, 2010</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD colSpan=2>
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP
      dated July 11, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD vAlign=top width="5%">15. </TD>
    <TD colSpan=4>
      <P align=justify>&#147;Preliminary Title Opinion, North Jane Project, DS 3
      through 18, 100, 101 Mining Claims (Lead File WMC 281326 et al.), Campbell
      County, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated December 3,
      2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">16. </TD>
    <TD colSpan=4>
      <P align=justify>&#147;Preliminary Title Opinion, North Jane Project, EB 40 et
      al. Mining Claims (Lead Filed WMC 14069 et at), Campbell County, Wyoming&#148;
      &#150; by Brown, Drew &amp; Massey, LLP dated December 3, 2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">17. </TD>
    <TD colSpan=4>
      <P align=justify>&#147;Limited Title Opinion, Jane Dough Project, RK 453 et al.
      Mining Claims (WMC 274887 et al.), Campbell and Johnson Counties, Wyoming&#148;
      &#150; by Brown, Drew, Massey &amp; Durham, LLP dated July 14, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">18. </TD>
    <TD colSpan=4>
      <P align=justify>&#147;Limited Title Opinion, South Doughstick Project, Pax
      Irvine Mineral Trust Fee Lease, Johnson County, Wyoming&#148; &#150; by Brown, Drew
      &amp; Massey, LLP dated October 27, 2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD colSpan=2>
      <P align=justify>&#147;First Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated November 29,
  2010</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD colSpan=2>
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP dated July 11,
    2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR>
    <TD vAlign=top width="5%">19. </TD>
    <TD colSpan=4>
      <P align=justify>&#147;Limited Title Opinion, Jane Dough Project, Pax Irvine
      Mineral Trust, et al Fee Leases, Johnson and Campbell Counties, Wyoming&#148; &#150;
      by Brown, Drew, Massey &amp; Durham, LLP dated July 14, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">20. </TD>
    <TD colSpan=4>
      <P align=justify>Preliminary Title Opinion, North Jane Project, Nelroy LLC
      et al. Fee Leases, Campbell County, Wyoming&#148; &#150; by Brown, Drew &amp;
      Massey, LLP dated November 25, 2009</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">21. </TD>
    <TD colSpan=2>
      <P align=justify>&#147;Limited Title Opinion, Nichols Ranch Project, EB 67 et
      al. Mining Claims (WMC 277010 et al.), Campbell and Johnson Counties,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated October 27,
  2009</P></TD></TR>
  <TR>
    <TD vAlign=top width="5%" >&nbsp;</TD>
    <TD  colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated
      November 29, 2010</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated February 1, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated August 19, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated September 5, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated July 11, 2014</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%" >&nbsp;</TD>
    <TD >&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">22. </TD>
    <TD colSpan=2>
      <P align=justify>&#147;Limited Title Opinion, Nichols Ranch Project, Betty Lou
      Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by Brown, Drew &amp;
      Massey, LLP dated October 16, 2009</P></TD></TR>
  <TR>
    <TD vAlign=top width="5%" >&nbsp;</TD>
    <TD  colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew &amp; Massey, LLP dated November 29, 2010</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated February 1, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated August 19, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated September 5, 2013</P></TD></TR>
  <TR>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">
      <LI>&nbsp;</LI></TD>
    <TD>
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated July 11,
2014</P></TD></TR></TABLE><BR>
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">23. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Status Report &#150; Grants Uranium
      District properties of Uranium Resources, Inc., McKinley County, New
      Mexico (Roca Honda Claims; Endy Claims; and Section 17 mineral estate) &#150;
      by Fognani &amp; Faught, PLLC dated June 18, 2015.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">24. </TD>
    <TD>
      <P align=justify>Mestena Ranch Limited Hard Minerals Ownership Research
      195,501.03 acres; Brooks County and Jim Hogg County, Texas &#150; by Dudley
      Land Company dated March 14, 2016</P></TD></TR></TABLE><BR>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>3
<FILENAME>exhibit1-2.htm
<DESCRIPTION>EXHIBIT 1.2
<TEXT>
<HTML>
<HEAD>
   <TITLE>Energy Fuels Inc.: Exhibit 1.2 - Filed by newsfilecorp.com</TITLE>
   <META name="HandheldFriendly" content="true">
</HEAD>

<BODY style="font-size:10pt;">

<HR noshade align="center" width=100% size=3 color="black">
<!--$$/page=--><A name=page_1></A>
<P align=center><B>AMENDED AND RESTATED UNDERWRITING AGREEMENT </B></P>
<P align=right>September 15, 2016 </P>
<P align=justify>Energy Fuels Inc. <BR>225 Union Blvd., Suite 600 <BR>Lakewood,
CO 80228</P>
<P align=justify>Attention: Mr. Stephen P. Antony, President and Chief Executive
Officer</P>
<P align=justify>Ladies and Gentlemen:</P>
<P align=justify style="text-indent:5%">Cantor Fitzgerald Canada
Corporation (&#147;<B>CFCC</B>&#148;) and Rodman &amp; Renshaw a unit of H.C. Wainwright
&amp; Co., LLC (together with CFCC,<B> </B>the &#147;<B>Co-Lead
Underwriter</B>s&#148;),<B> </B>together with Haywood Securities Inc., Raymond James
Ltd and Dundee Securities Ltd. (collectively with the Co-Lead Underwriters, the
<B>&#147;Underwriters&#148;</B>), understand that, subject to the terms and conditions
stated herein, Energy Fuels Inc., a company continued under the <I>Business
Corporations Act</I> (Ontario)<I> </I>(the &#147;<B>Company</B>&#148;), proposes to issue
and sell to the Underwriters an aggregate of 7,250,000 units (the &#147;<B>Firm</B>
<B>Units</B>&#148;), each Firm Unit consisting of one common share in the capital of
the Company (each a <B>&#147;Unit Share</B>&#148; and collectively, the &#147;<B>Unit
Shares</B>&#148;) and one-half common share purchase warrant in the capital of the
Company (each a &#147;<B>Warrant</B>&#148; and collectively, the &#147;<B>Warrants</B>&#148;), with
each whole Warrant entitling the holder thereof to purchase one common share in
the capital of the Company (each a &#147;<B>Warrant Share</B>&#148; and collectively, the
&#147;<B>Warrant Shares</B>&#148;) at any time prior to 5:00 p.m. (Toronto time) on the
date that is 60 months following the First Closing Date (as defined in Section
2(3)) upon payment of the exercise price of US$2.45 per Warrant Share. The
Warrants will be issued pursuant a warrant indenture to be dated the First
Closing Date among the Company, CST Trust Company, as Canadian warrant agent,
and American Stock Transfer &amp; Trust Company, LLC, as U.S. warrant agent,
providing for the creation and issuance of the Warrants (the &#147;<B>Warrant
Indenture</B>&#148;). The Firm Units will immediately separate into Unit Shares and
Warrants upon closing of the offering. </P>
<P align=justify style="text-indent:5%">Based on the foregoing, and
subject to the terms and conditions contained in this Amended and Restated
Underwriting Agreement (this &#147;<B>Agreement</B>&#148;), the Underwriters severally and
not jointly, in respect of their percentages set forth in Section 9 hereof,
agree to purchase from the Company, and by its acceptance hereof, the Company
agrees to sell to the Underwriters, all but not less than all of the Firm Units
on the First Closing Date for a purchase price of US$1.80 (the &#147;<B>Offering
Price</B>&#148;) per Firm Unit, being an aggregate purchase price of US$13,050,000.00
against delivery of such Units. This Agreement amends, restates and supersedes
in its entirety the underwriting agreement dated as of September 14, 2016 among
the Underwriters and the Company. </P>
<P align=justify style="text-indent:5%">In addition, the Company proposes
to grant to the Underwriters, in respect of their percentages set forth in
Section 9 hereof, an option (the &#147;<B>Over-Allotment Option</B>&#148;), exercisable in
whole or in part at any time prior to 5:00 p.m. (Toronto time) on the day that
is the 30th day following the First Closing Date, to purchase up to an
additional 1,087,500 Units (the &#147;<B>Additional Units</B>&#148; and collectively with
the Firm Units, the &#147;<B>Units</B>&#148;) each comprised of one common share (the
&#147;<B>Additional Unit Shares</B>&#148;) and one half of a Warrant (the &#147;<b>Additional Warrants</b>&#148;) representing up to 15% of
the aggregate number of Firm Units, at the Offering Price and upon the terms and
conditions set forth herein for the purposes of covering over-allotments and for
market stabilization purposes. The additional common shares of the Company
issuable upon the exercise of Additional Warrants are hereinafter referred to as
the &#147;<b>Additional Warrant Shares</b>&#148;. The Over-Allotment Option may be
exercised by the Underwriters in respect of: (i) Additional Units at the
Offering Price; or (ii) Additional Unit Shares at a price of US$1.482 per
Additional Unit Share; or (iii) Additional Warrants at a price of US$0.636 per
Additional Warrant; or (iv) any combination of Additional Unit Shares and/or
Additional Warrants so long as the aggregate number of Additional Unit Shares
and Additional Warrants that may be issued under the Over-Allotment Option does
not exceed 1,087,500 Additional Unit Shares and 543,750 Additional Warrants. The
Units, including the Unit Shares, the Warrant Shares, the Additional Unit
Shares, the Additional Warrant Shares, the Warrants, and the Additional Warrants
shall have the attributes described in and contemplated by the Prospectuses
which are referred to below.<b> </b></P>
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<P align=justify style="text-indent:5%">The Underwriters understand that
the Company intends to allocate US$1.482 of the Offering Price as consideration
for the issue of each Unit Share (including any Additional Units Shares) and
US$0.318 of the Offering Price as consideration for the issue of each one-half
Warrant (including any Additional Warrants). </P>
<P align=justify style="text-indent:5%">Any references to &#147;<B>Additional
Units</B>&#148; herein shall be construed as references to Additional Unit Shares
and/or Additional Warrants, as the context requires, based on whether or not the
Over-Allotment Option is exercised and the allocation of Additional Unit Shares
and/or Additional Warrants thereunder.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 1</B> </TD>
    <TD align=left width="90%"><B>Background and Interpretation.</B>
  </TD></TR></TABLE>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; The Company has filed with the
United States Securities and Exchange Commission (the &#147;<B>SEC</B>&#148;) the
Registration Statement (as defined in Section 1(3)) under the United States
Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the &#147;<B>Securities Act</B>&#148;), which became effective
pursuant to Rule 461 under the Securities Act on May 5, 2016 (the &#147;<B>Effective
Date</B>&#148;), for the registration under the Securities Act of up to
US$100,000,000 of common shares, warrants, rights, subscription receipts,
preferred shares, debt securities and units of the Company, including the Units.
At the time of the filing of the Registration Statement, the Company met the
requirements of Form S-3 under the Securities Act. Any reference in this
Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in
Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3))
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the United States
Securities Exchange Act of 1934, as amended (together with the rules and
regulations promulgated thereunder, the &#147;<B>Exchange Act</B>&#148;), on or before the
date of this Agreement, or the issue date of the U.S. Base Prospectus or the
U.S. Prospectus Supplement, as the case may be; and any reference in this
Agreement to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148; with respect to the
Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3))
or the U.S. Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this Agreement, or the issue
date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be,
deemed to be incorporated therein by reference or is otherwise deemed to be
a part of or included therein, as the case may be, by the Securities Act. All
references in this Agreement to financial statements and schedules and other
information which is &#147;contained,&#148; &#147;included,&#148; &#147;described,&#148; &#147;referenced,&#148; &#147;set
forth&#148; or &#147;stated&#148; in the Registration Statement, the Time of Sale Prospectus
(as hereinafter defined) or the U.S. Prospectus (and all other references of
like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is or is deemed to be incorporated by
reference or is otherwise deemed to be a part of or included in the Registration
Statement, the Time of Sale Prospectus or the U.S. Prospectus, as the case may
be, by the Securities Act. No stop order suspending the effectiveness of the
Registration Statement or the use of the U.S. Prospectus has been issued, and no
proceeding for any such purpose is pending or has been initiated or, to the
Company's knowledge, is threatened by the SEC. The Company will not, without the
prior consent of the Co-Lead Underwriters, prepare, use or refer to, any free
writing prospectus.</P>
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<P align=justify>(2)&nbsp;&nbsp; The Company has prepared and filed with the
securities regulatory authorities (the &#147;<B>Canadian Commissions</B>&#148;) in each of
the provinces of Canada, other than Qu&#233;bec (the &#147;<B>Qualifying
Jurisdictions</B>&#148;), pursuant to the Shelf Procedures (as defined below), a
preliminary short form base shelf prospectus dated May 18, 2016 (the
&#147;<B>Canadian Preliminary Base Prospectus</B>&#148;), and a final short form base
shelf prospectus, dated June 14, 2016 in respect of up to US$100,000,000
aggregate principal amount of common shares, warrants, subscription receipts,
preferred shares, debt securities and units of the Company (collectively, the
&#147;<B>Shelf Securities</B>&#148;) pursuant to applicable securities laws of the
Qualifying Jurisdictions and the respective rules, regulations, blanket rulings,
orders and notices made thereunder and the local, uniform, national and
multilateral instruments and policies adopted by the Canadian Commissions in the
Qualifying Jurisdictions (collectively, as applied and interpreted, the
&#147;<B>Canadian Securities Laws</B>&#148;). The Company selected the Ontario Securities
Commission (the &#147;<B>Reviewing Authority</B>&#148;) as its principal regulator in
respect of the offering of the Shelf Securities, and the Reviewing Authority has
issued a decision document (a &#147;<B>Decision Document</B>&#148;) under National Policy
11-202 &#150; <I>Process for Prospectus Reviews in Multiple Jurisdictions</I> on
behalf of itself and the other Canadian Commissions for each of the Canadian
Preliminary Base Prospectus and the Canadian Base Prospectus. The term
&#147;<B>Canadian Base Prospectus</B>&#148; means the final short form base shelf
prospectus relating to the Shelf Securities, including any documents
incorporated therein by reference and the documents otherwise deemed to be a
part thereof or included therein pursuant to Canadian Securities Laws, at the
time the Reviewing Authority issued a Decision Document with respect thereto in
accordance with Canadian Securities Laws, including National Instrument 44-101 &#150;
Short Form Prospectus Distributions (&#147;<B>NI 44-101</B>&#148;) and National Instrument
44-102 &#150; <I>Shelf Distributions</I> (together, the &#147;<B>Shelf Procedures</B>&#148;).
The term &#147;<B>Canadian Prospectus</B>&#148; means the final prospectus supplement
relating to the offering then filed with the Canadian Commissions in the
Qualifying Jurisdictions in accordance with the Shelf Procedures (the
&#147;<B>Canadian Prospectus Supplement</B>&#148;), together with the Canadian Base
Prospectus, including all documents incorporated therein by reference and the
documents otherwise deemed to be a part thereof or included therein pursuant to
Canadian Securities Laws. All references in this Agreement to financial
statements and schedules or other information which is &#147;contained&#148;, &#147;included&#148;,
&#147;described&#148;, &#147;referenced&#148;, &#147;set forth&#148; or &#147;stated&#148; (or other references of like
import) shall be deemed to mean and include all such financial statements and other information
which is incorporated by reference in or otherwise deemed by Canadian Securities
Laws to be a part of or included in the Canadian Preliminary Base Prospectus,
the Canadian Base Prospectus or the Canadian Prospectus, as the case may be. All
references in this Agreement to the Canadian Preliminary Base Prospectus, the
Canadian Base Prospectus and the Canadian Prospectus or any amendments or
supplements to any of the foregoing (including any Supplementary Material) shall
be deemed to include any copy thereof filed with the Canadian Commissions
pursuant to the System for Electronic Document Analysis and Retrieval (SEDAR).</P>
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<P align=justify>(3)&nbsp;&nbsp;&nbsp;&nbsp; For the purpose of this Agreement,
&#147;<B>Registration Statement</B>&#148; means, collectively, the various parts of the
registration statement prepared and filed by the Company on Form S-3 (File No.
333-210782) with respect to the registration of up to US$100,000,000 of common
shares, warrants, rights, subscription receipts, preferred shares, debt
securities and units of the Company, including the Units, at any given time each
part as amended or supplemented as of such time, including the U.S. base
prospectus filed by the Company with the SEC and contained in such registration
statement at the time it became effective (the &#147;<B>U.S. Base Prospectus</B>&#148;)
and U.S. Prospectus Supplement (defined in this Section) and all exhibits filed
with or incorporated by reference into such registration statement and the
documents otherwise deemed to be a part thereof or included therein by the
Securities Act. The prospectus supplement relating to the Units, to be filed
with the SEC on or about September 15, 2016 pursuant to Rule 424(b) of the
Securities Act (the &#147;<B>U.S. Prospectus Supplement</B>&#148;) together with the U.S.
Base Prospectus is hereafter referred to as the &#147;<B>U.S. Prospectus</B>&#148;. The
U.S. Base Prospectus, as amended or supplemented immediately prior to the
Applicable Time (as defined below), is hereafter referred to as the &#147;<B>Time of
Sale Prospectus</B>&#148;.</P>
<P align=justify>(4)&nbsp;&nbsp;&nbsp;&nbsp; The U.S. Prospectus and the
Canadian Prospectus are hereinafter collectively sometimes referred to as the
&#147;<B>Prospectuses</B>.&#148; The U.S. Prospectus Supplement and the Canadian
Prospectus Supplement are hereinafter collectively sometimes referred to as the
&#147;<B>Prospectus Supplements</B>.&#148; </P>
<P align=justify>(5)&nbsp;&nbsp;&nbsp;&nbsp; Any amendment or supplement to the
U.S. Prospectus or the Canadian Prospectus (including any document incorporated
by reference therein), that may be filed by or on behalf of the Company with the
Canadian Commissions in the Qualifying Jurisdictions or with the SEC after the
Canadian Prospectus Supplement and the U.S. Prospectus Supplement have been
filed and prior to the expiry of the period of distribution of the Units, is
referred to herein collectively as the &#147;<B>Supplementary Material</B>.&#148; </P>
<P align=justify>(6)&nbsp;&nbsp;&nbsp;&nbsp; As used herein, the &#147;<B>Applicable
Time</B>&#148; is 9:00 a.m.<B> </B>(Toronto time) on the date of this Agreement. As
used herein, a &#147;free writing prospectus&#148; has the meaning set forth in Rule 405
under the Securities Act, and a &#147;<B>Time of Sale Disclosure Package</B>&#148; means
the Time of Sale Prospectus and any issuer free writing prospectuses and each
&#147;road show&#148; (as defined in Rule 433 under the Securities Act), if any, related
to the offering of the Units contemplated hereby that is a &#147;written
communication&#148; (as defined in Rule 405 under the Securities Act) (each such road
show, a &#147;<B>Road Show</B>&#148;). </P>
<P align=justify>(7)&nbsp;&nbsp;&nbsp;&nbsp; As used herein, the terms
&#147;<B>Registration Statement</B>&#148;, &#147;<B>Time of Sale Prospectus</B>&#148; and &#147;<B>U.S.
Prospectus</B>&#148; shall include the documents incorporated and deemed to be
incorporated by reference therein pursuant to Form S-3 that were filed with
the SEC on or before the date of such Registration Statement and Time of Sale
Prospectus, as the case may be, and the documents otherwise deemed to be a part
thereof or included therein by the Securities Act (the &#147;<b>Incorporated
Documents</b>&#148;), including, unless the context otherwise requires, the
documents, if any, filed as exhibits to such Incorporated Documents.</P>
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<P align=justify>(8)&nbsp;&nbsp;&nbsp;&nbsp; All references in this Agreement to
the Registration Statement, the Time of Sale Prospectus and the U.S. Prospectus
shall include any copy thereof filed with the SEC pursuant to its Electronic
Data Gathering, Analysis and Retrieval system (&#147;<B>EDGAR</B>&#148;). </P>
<P align=justify>(9)&nbsp;&nbsp;&nbsp;&nbsp; All references in this Agreement to
&#147;<B>issuer free writing prospectus</B>&#148; means any &#147;issuer free writing
prospectus,&#148; as defined in Rule 433 of the Securities Act, relating to the Units
that (i) is required to be filed with the SEC by the Company, (ii) is a &#147;road
show&#148; that is a &#147;written communication&#148; within the meaning of Rule 433(d)(8)(i)
of the 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) of the Securities Act
because it contains a description of the Units 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&#146;s records pursuant to Rule 433(g) of the Securities Act under the rules
and regulations of the SEC. </P>
<P align=justify>(10)&nbsp;&nbsp;&nbsp;&nbsp;As used herein, &#147;<B>business
day</B>&#148; shall mean a day on which each of the NYSE MKT, LLC (&#147;<B>NYSE</B>&#148;) and
the Toronto Stock Exchange (&#147;<B>TSX</B>&#148; and together with the NYSE, the
&#147;<B>Exchanges</B>&#148;) is open for trading.</P>
<P align=justify>(11)&nbsp;&nbsp;&nbsp; The terms &#147;herein,&#148; &#147;hereof,&#148; &#147;hereto,&#148;
&#147;hereinafter&#148; and similar terms, as used in this Agreement, shall in each case
refer to this Agreement as a whole and not to any particular section, paragraph,
sentence or other subdivision of this Agreement. The term &#147;or&#148;, as used herein,
is not exclusive. </P>
<P align=justify>(12)&nbsp;&nbsp; &nbsp;As used herein, &#147;<B>Governmental
Authority</B>&#148; means (i) any federal, provincial, state, local, municipal,
national or international government or governmental authority, regulatory or
administrative agency, governmental commission, department, board, bureau,
agency or instrumentality, court, tribunal, arbitrator or arbitral body (public
or private); (ii) any self-regulatory organization; or (iii) any political
subdivision of any of the foregoing. </P>
<P align=justify>(13)&nbsp;&nbsp;&nbsp; As used herein, &#147;<B>Applicable Law</B>&#148;
means any and all laws, including all federal, provincial, state and local
statutes, codes, ordinances, guidelines, decrees, rules, regulations and
municipal by- laws and all judicial, arbitral, administrative, ministerial,
departmental or regulatory judgments, orders, directives, decisions, rulings or
awards or other requirements of any Governmental Authority, binding on or
affecting the person referred to in the context in which the term is used and
rules, regulations and policies of any stock exchange on which securities of the
Company are listed for trading. &#147;<B>U.S. Securities Laws</B>&#148; means all
applicable securities laws in the United States, including without limitation,
the Securities Act, the Exchange Act and the rules and regulations promulgated
thereunder, and any applicable state securities laws. </P>
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<P align=justify>(14)&nbsp;&nbsp;&nbsp; As used herein, &#147;associate&#148;,
&#147;misrepresentation&#148;, &#147;material fact&#148;, and &#147;material change&#148; shall have the
meanings given to such terms under applicable Canadian Securities Laws, and the
terms &#147;affiliate&#148; and &#147;subsidiary&#148; shall have the meanings given to such terms
in National Instrument 45-106 - <I>Prospectus Exemptions</I>. </P>
<P align=justify>(15)&nbsp;&nbsp;&nbsp; The Underwriters shall offer the Units
for sale to the public directly and through other duly registered investment
dealers and brokers in the Qualifying Jurisdictions and the United States only
as permitted by Applicable Law and upon the terms and conditions set forth in
the Prospectuses and this Agreement. The Underwriters agree that they will not,
directly or indirectly, distribute the Registration Statement or the
Prospectuses or publish any prospectus, circular, advertisement or other
offering material in any jurisdiction other than the Qualifying Jurisdictions in
accordance with Canadian Securities Laws or such states of the United States in
which the Units are duly qualified under U.S. Securities Laws, in such manner as
to require registration of the Units or the filing of a prospectus or any
similar document with respect to the Units by the Company therein or subject the
Company to ongoing periodic reporting obligations in such jurisdiction pursuant
to the securities laws of such jurisdiction. The Underwriters agree that each of
the Underwriters that is not registered as a broker-dealer under Section 15 of
the Exchange Act, will not offer or sell any Units in, or to persons who are
nationals or residents of, the United States other than through one of its
United States registered broker-dealer affiliates or otherwise in compliance
with Rule 15a-6 under the Exchange Act. Sales of Units in the Qualifying
Jurisdictions may be made only by or through a dealer appropriately registered
under applicable Canadian Securities Laws or in circumstances where an exemption
from the Canadian registered dealer requirements is available. Notwithstanding
the foregoing provisions of this paragraph, an Underwriter will not be liable to
the Company under this Agreement with respect to a default by another
Underwriter under this paragraph. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 2</B> </TD>
    <TD align=left width="90%"><B>Purchase, Sale, Payment and Delivery of the
      Units.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company hereby confirms its
agreement with the Underwriters concerning the purchase and sale of the Units as
follows: </P>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; <B><I>Public Offering of the
Units.</I></B> The Co-Lead Underwriters hereby advise the Company that the
Underwriters intend to offer for sale to the public, on the terms set forth in
the Time of Sale Prospectus and each Prospectus, their respective portions of
the Units as soon after this Agreement has been executed as the Co-Lead
Underwriters, in their sole judgment, have determined is advisable and
practicable. After the Underwriters have made a reasonable effort to sell all of
the Units at the Offering Price, the purchase price of the Units may be
decreased by the Underwriters and may be further changed from time to time to an
amount not greater than the Offering Price, and the compensation realized by the
Underwriters will be decreased by the amount that the aggregate price paid by
purchasers for the Units is less than the gross proceeds paid by the
Underwriters to the Company. </P>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp; <B><I>Underwriters&#146;
Commission</I></B>. In consideration of this Agreement, the Company agrees to
pay to the Underwriters (a) at the First Closing Date, an underwriting fee equal
to 6.0% of the gross proceeds from the sale of the Firm Units, and, if
applicable (b) at the Option Closing Date (as defined in Section 2(4)), an
underwriting fee equal to 6.0% of the gross proceeds from the sale of any
Additional Units (the &#147;<B>Underwriters&#146; Commission</B>&#148;). The Underwriters&#146; Commission may be deducted by the Underwriters
from the proceeds of sale of the Firm Units on the First Closing Date or the
proceeds of the sale of Additional Units on the Option Closing Date, as
applicable. In addition, the Company agrees to pay to the Underwriters, and in
the manner specified by the Co-Lead Underwriters, all fees, disbursements and
expenses incurred by the Underwriters in accordance with the provisions in
Section 5 hereof.</P>
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<P align=justify>(3)&nbsp;&nbsp;&nbsp;&nbsp; <B><I>The First Closing Date in
respect of the Units</I></B>. Payment of the Offering Price for the Firm Units,
and if applicable, any Additional Units, shall be made to the Company by wire
transfer against delivery of the Unit Shares and, if applicable, Additional Unit
Shares, to the Co-Lead Underwriters on behalf of the Underwriters, through the
facilities of CDS Clearing and Depository Services Inc. (&#147;<B>CDS</B>&#148;) and/or
The Depository Trust Company (&#147;<B>DTC</B>&#148;) designated by the Underwriters, and
delivery to the Underwriters of Warrants, and if applicable, Additional Warrant
certificates, in such names and denominations as the Underwriters may request,
and such payment and delivery shall be made at 8:30 a.m. (Toronto time), on
September 20, 2016 (the &#147;<B>First Closing Date</B>&#148;) (unless another time shall
be agreed to by the Co-Lead Underwriters and the Company or unless postponed in
accordance with the provisions of Section 9 hereof). The Units, Unit Shares,
Additional Unit Shares, Warrants and Additional Warrants shall be registered in
such names and in such denominations as specified by the Co-Lead Underwriters on
behalf of the Underwriters. It is understood that the Co-Lead Underwriters have
been authorized, for their own accounts and the accounts of the non-defaulting
Underwriters, to accept delivery of and receipt for, and make payment of the
Offering Price for, the Units the Underwriters have agreed to purchase (subject
to such adjustment as the Co-Lead Underwriters may determine to eliminate
fractional shares and subject to adjustment in accordance with Section 9
hereof). The Co-Lead Underwriters, individually and not as the Co-Lead
Underwriters of the Underwriters, may (but shall not be obligated to) make
payment for any Units to be purchased by any Underwriter whose funds shall not
have been received by the Co-Lead Underwriters by the First Closing Date or the
applicable Option Closing Date, as the case may be, for the account of such
Underwriter, but any such payment shall not relieve such Underwriter from any of
its obligations under this Agreement. </P>
<P align=justify>(4)&nbsp;&nbsp;&nbsp;&nbsp; <B><I>The Additional Units and the
Option Closing Date</I></B>. In addition, the Company hereby grants to the
Underwriters the Over-Allotment Option to purchase, and upon the basis of the
representations and warranties and subject to the terms and conditions set forth
herein, the Underwriters shall have the right to purchase, severally and not
jointly, from the Company, all or a portion of the Additional Units as may be
necessary to cover over-allotments made in connection with the offering of the
Firm Units. The Over-Allotment Option may be exercised by the Underwriters in
respect of: (i) Additional Units at the Offering Price; or (ii) Additional Unit
Shares at a price of US$1.482 per Additional Unit Share; or (iii) Additional
Warrants at a price of US$0.636 per Additional Warrant; or (iv) any combination
of Additional Unit Shares and/or Additional Warrants so long as the aggregate
number of Additional Unit Shares and Additional Warrants that may be issued
under the Over-Allotment Option does not exceed 1,087,500 Additional Unit Shares
and 543,750 Additional Warrants. The Over-Allotment Option granted hereunder may
be exercised at any time and from time to time in whole or in part until the day
that is the 30th day following the First Closing Date upon notice by the Co-Lead
Underwriters to the Company, which notice may be given at any time prior to 5:00
p.m. (Toronto time) on the day that is the 28th day from the First Closing Date
(the &#147;<b>Notice of Exercise</b>&#148;). The Notice of Exercise shall set forth (i)
the aggregate number of Additional Units, Additional Unit Shares and/or
Additional Warrants as to which the Underwriters are exercising the
Over-Allotment Option, (ii) the names and denominations in which the Additional
Units are to be registered through the facilities of DTC and/or CDS, or
otherwise, as applicable, (iii) the names and denominations that any Additional
Warrant certificates shall be registered in, (iv) the time, date and place at
which payment and delivery are to be made in respect of the Additional Units
(which time and date may be simultaneous with, but not earlier than the First
Closing Date; and in the event that such time and date are simultaneous with the
First Closing Date, the term &#147;First Closing Date&#148; shall refer to the time and
date of delivery of the Firm Units and such Additional Units through the
facilities of DTC or CDS). Any such time and date of delivery, if subsequent to
the First Closing Date, is called an &#147;<b>Option Closing Date</b>&#148; and shall be
determined by the Co-Lead Underwriters and shall not be earlier than two nor
later than five full business days after the date of delivery of such Notice of
Exercise. If any Additional Units are to be purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Additional Units (subject
to such adjustment as the Co-Lead Underwriters may determine to eliminate
fractional units) that bears the same proportion to the total number of
Additional Units to be purchased as the number of Firm Units set forth opposite
the name of such Underwriter in Section 9 hereof bears to the total number of
Firm Units subject to adjustment in accordance with Section 9 hereof.</P>
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<P align=justify>(5)&nbsp;&nbsp;&nbsp;&nbsp; <B><I>Delivery of the Units and
Closing Mechanics</I></B>. The Company shall deliver, or cause to be delivered,
to the Co-Lead Underwriters for the accounts of the Underwriters, the Firm Units
at the First Closing Date against the irrevocable release of a wire transfer of
immediately available funds for the amount of the Offering Price therefor. The
Company shall also deliver, or cause to be delivered, to the Co-Lead
Underwriters for the accounts of the Underwriters, the Additional Units at the
applicable Option Closing Date against the irrevocable release of a wire
transfer of immediately available funds for the amount of the Offering Price
therefor. The Units shall be registered in such names and denominations as the
Co-Lead Underwriters shall have requested at least one full business day prior
to the First Closing Date (or the applicable Option Closing Date, as the case
may be). Deliveries of the documents described in Section 6 hereof with respect
to the purchase of the Units shall be made at the offices of Borden Ladner
Gervais LLP in Toronto, Ontario at 8:30 a.m. (Toronto time), or at such other
place as the Co-Lead Underwriters and the Company may agree, on the First
Closing Date, or the Option Closing Date, as the case may be. Time shall be of
the essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Underwriters. </P>
<TABLE
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  <TR vAlign=top>
    <TD align=left ><B>Section 3</B> </TD>
    <TD align=left width="90%"><B>Representations and Warranties of the
      Company.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company hereby represents and
warrants to each Underwriter and Cantor Fitzgerald &amp; Co. (&#147;<B>CF US</B>&#148;),
as of the date of this Agreement, as of the First Closing Date and as of each
Option Closing Date, if any, and covenants with each Underwriter, as
follows:</P>
<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Registration Statement. </I></B>The Registration
      Statement meets the requirements set forth in Rule 415(a)(1)(x) under the
      Securities Act and complies with said Rule and the U.S. Prospectus Supplement will meet the
requirements set forth in Rule 424(b). The Company has advised the Co-Lead
Underwriters of all further information (financial and other) with respect to
the Company required to be set forth therein in the Registration Statement and
U.S. Prospectus Supplement. The Registration Statement has become effective
under the Securities Act. No stop order suspending the effectiveness of the
Registration Statement is in effect and no proceedings for such purpose have
been instituted or are pending or, to the knowledge of the Company, are
contemplated or threatened by the SEC. The U.S. Prospectus when filed complied
in all material respects with the Securities Act and is identical in all
material respects to the copies thereof delivered to the Underwriters for use in
connection with the offer and sale of the Units. Each of the Registration
Statement and any post-effective amendment thereto, at the time each part
thereof became effective pursuant to the Securities Act and at the First Closing
Date and each Option Closing Date, complied and will comply in all material
respects with the Securities Act and did not and, any amendment or supplement
thereto, will 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 not misleading. As of the Applicable Time, the Time of Sale
Disclosure Package did not, and at the time of the First Closing Date and each
Option Closing Date, the Time of Sale Disclosure Package, as then amended or
supplemented by the Company, if applicable, will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. The U.S. Prospectus, as amended or supplemented, as of its
date and at the First Closing Date and each Option Closing Date, did not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
representations and warranties set forth in the three immediately preceding
sentences shall not apply to statements in, or omissions from, any such document
made in reliance upon, and in conformity with, information furnished to the
Company by the Underwriters specifically for use in the preparation thereof as
set forth in Section 10(2). There are no agreements, contracts, arrangements or
understandings (written or oral) or other documents required to be described in
the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to
the Registration Statement which have not been described or filed as required. </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 9 - </P>

<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Compliance with Canadian Laws and Regulations.
      </I></B>The Company is eligible to use the Shelf Procedures. No cease
      trade order preventing or suspending the use of the Canadian Preliminary
      Base Prospectus or the Canadian Prospectus or preventing the distribution
      of the Units has been issued and no proceeding for that purpose has been
      initiated or, to the knowledge of the Company, threatened, by any of the
      Canadian Commissions; as of their respective dates, the Canadian
Preliminary Base Prospectus and the Canadian Prospectus complied in all material
respects with all applicable Canadian Securities Laws; each of the Canadian
Commissions in the Qualifying Jurisdictions has issued or is deemed to have
issued receipts for the Canadian Preliminary Base Prospectus and the Canadian
Prospectus. On the First Closing Date and each Option Closing Date (i) the
Canadian Prospectus will comply in all material respects with the Canadian
Securities Laws and (ii) the Canadian Prospectus or any amendment or supplement
thereto constituted at the respective dates thereof, and will constitute at the
First Closing Date and each Option Closing Date full, true and plain disclosure
of all material facts relating to the Units, that is required to be in the
Canadian Prospectus, and did not at the respective dates thereof, and will not
at the First Closing Date and each Option Closing Date contain a
misrepresentation or an 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 the light of the circumstances under which they were made, not
misleading. To its knowledge, the Company is not a &#147;related issuer&#148; or
&#147;connected issuer&#148; (as those terms are defined in National Instrument 33-105 - <i>Underwriting Conflicts</i> of the Canadian Securities Administrators) of any
of the Underwriters.</P></TD></TR></TABLE><BR>
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<P align=center>- 10 - </P>

<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Reporting Issuer and TSX and NYSE Status.
      </I></B>The Company is a &#147;reporting issuer&#148; in the Qualifying
      Jurisdictions. The Company is in compliance in all material respects with
      the by-laws, rules and regulations of each of the Exchanges.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Short Form Eligibility. </I></B>The Company is
      eligible to file a prospectus in the form of a short form prospectus under
      NI 44-101.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify><B><I>Status under the Securities Act. </I></B>The
      Company was not and is not an &#147;ineligible issuer&#148; as defined in Rule 405
      under the Securities Act at the times specified in Rules 164 and 433 under
      the Securities Act in connection with the offering of the Units.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify><B><I>Incorporated Documents. </I></B>The documents
      incorporated or deemed to be incorporated by reference in the Prospectuses
      and the Registration Statement, when they were filed with the Canadian
      Commissions in each of the Qualifying Jurisdictions or the SEC under the
      Securities Act or the Exchange Act, conformed in all material respects to
      the requirements of the Canadian Securities Laws or U.S. Securities Laws,
      as applicable; and any further documents to be incorporated by reference
      in the Prospectuses or the Registration Statement subsequent to the
      effectiveness of the Registration Statement and prior to the completion of
      the distribution of the Units, when such documents are so filed, will
      conform in all material respects to the applicable requirements of
      Canadian Securities Laws and U.S. Securities Laws, as applicable, and will
      not contain a misrepresentation or an 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
the light of the circumstances under which they were made, not misleading. </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify><B><I>No Marketing Materials. </I></B>Other than the term
      sheets in respect of the offering and sale of Units dated September 14,
      2016 and September 15, 2016, the Company has not provided any &#147;marketing
      materials&#148; (as such term is defined in National Instrument 41-101 -
      <I>General Prospectus Requirements</I>) to any potential investors of
      Units.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify><B><I>No Conflicts. </I></B>Neither the execution of this
      Agreement, nor the issuance, offering or sale of the Units, nor the
      consummation of any of the transactions contemplated herein and therein,
      nor the compliance by the Company with the terms and provisions hereof and
      thereof will conflict with, or will result in a breach of, any of the
      terms and provisions of, or has constituted or will constitute a default
      under, or has resulted in or will result in the creation or imposition of
      any lien, charge or encumbrance upon any property or assets of the Company
      pursuant to the terms of any agreements, contracts, arrangements or
      understandings (written or oral) to which the Company may be bound or to
      which any of the property or assets of the Company is subject, except (i)
      such conflicts, breaches or defaults as may have been waived, and (ii)
      such conflicts, breaches and defaults that would not reasonably be
      expected to have a Material Adverse Effect (as defined below); nor will
      such action result (x) in any violation of the provisions of the
      organizational or governing documents of the Company, or (y) in any
      violation of the provisions of any statute or any order, rule or
      regulation applicable to the Company or of any Governmental Authority
      having jurisdiction over the Company, except such violations that would
      not reasonably be expected to have a Material Adverse Effect, either
      individually or in the aggregate.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify><B><I>No Misstatement or Omission in an Issuer Free
      Writing Prospectus or marketing materials. </I></B>Each issuer free
      writing prospectus and any marketing materials, as of its issue date and
      as of each Applicable Time, did not, does not and will not include any
      information that conflicted, conflicts or will conflict with the
      information contained in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, including any Incorporated Document deemed to be a part
      thereof that has not been superseded or modified. The foregoing sentence
      does not apply to statements in or omissions from any issuer free writing
      prospectus or any marketing materials made in reliance upon, and in
      conformity with, written information furnished to the Company by or on
      behalf of the Underwriters specifically for inclusion therein as
      contemplated by Section 10(2).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify><B><I>Reports and Documents, etc. </I></B>There are no
      reports or information of the Company or, to the knowledge of the Company,
      of any third party, that in accordance with the requirements of the Canadian Securities
Laws or U.S. Securities Laws must be made publicly available in connection with
the offering of the Units that have not been made publicly available as
required. There are no documents of the Company or, to the knowledge of the
Company, of any third party, required to be filed with the Canadian Commissions
in the Qualifying Jurisdictions or with the SEC in the United States in
connection with the Time of Sale Prospectus, the Canadian Prospectus and the
U.S. Prospectus that have not been filed as required pursuant to the Canadian
Securities Laws or U.S. Securities Laws, as applicable. There are no agreements,
contracts, arrangements or understandings (written or oral) or other documents
of the Company or, to the knowledge of the Company, of any third party, required
to be described in the Time of Sale Prospectus, the Canadian Prospectus and the
U.S. Prospectus which have not been described or filed as required pursuant to
the Canadian Securities Laws or U.S. Securities Laws, as applicable. </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify><B><I>Offering Materials Furnished to Underwriters.
      </I></B>The Company has delivered or will deliver on the First Closing
      Date to the Co-Lead Underwriters (or with respect to the Registration
      Statement, the Time of Sale Prospectus, the U.S. Prospectus, as amended or
      supplemented, and any free writing prospectus, made available on EDGAR)
      one complete manually signed copy of the Registration Statement and each
      consent and certificate of experts filed as a part thereof, and conformed
      copies (to the extent such documents contain signatures) of the
      Registration Statement, the Time of Sale Prospectus, the Canadian
      Prospectus and the U.S. Prospectus, as amended or supplemented, and any
      free writing prospectus reviewed and consented to by the Co-Lead
      Underwriters, in such quantities and at such places as the Co-Lead
      Underwriters have reasonably requested for each of the
  Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify><B><I>Warrants</I></B>. The Warrants and Additional
      Warrants have been duly and validly created and the Warrant Shares and the
      Additional Warrant Shares have been authorized and allotted for issuance
      and upon the payment therefor and the issue thereof upon exercise of the
      Warrants and Additional Warrant Shares in accordance with the provisions
      of the Warrant Indenture, the Warrant Shares and the Additional Warrant
      Shares will be validly issued as fully paid and non-assessable common
      shares of the Company (the &#147;<B>Common Shares</B>&#148;).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(m) </TD>
    <TD>
      <P align=justify><B><I>Corporate Action</I></B>. All necessary corporate
      action has been taken by the Company to authorize the issuance, sale and
      delivery of the Unit Shares, the Warrants, the Warrant Shares, the
      Additional Unit Shares, the Additional Warrants and the Additional Warrant
      Shares, on the terms set forth in this Agreement, and, if applicable, each
      certificate representing the Warrants and the Additional Warrants (the
      &#147;<B>Warrant Certificates</B>&#148;) will be, a valid and binding obligation of
      the Company enforceable against the Company in accordance with its terms,
      subject to bankruptcy, insolvency, moratorium or similar laws affecting
      creditors&#146; rights generally and, except as limited by
the application of equitable remedies, which may be granted in the
discretion of a court of competent jurisdiction, and that enforcement of the
rights to indemnity and contribution set out in this Agreement may be limited by
Applicable Law. </P></TD></TR></TABLE><BR>
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<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(n) </TD>
    <TD>
      <P align=justify><B><I>Distribution of Offering Material by the Company.
      </I></B>The Company has not distributed and will not distribute, prior to
      the completion of the Underwriters&#146; distribution of the Units, any
      offering material in connection with the offering and sale of the Units
      other than the Time of Sale Prospectus, the Canadian Prospectus, the U.S.
      Prospectus, any free writing prospectus reviewed and consented to by the
      Co-Lead Underwriters on behalf of the Underwriters, or the Registration
      Statement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(o) </TD>
    <TD>
      <P align=justify><B><I>Authorization; Enforceability. </I></B>The Company
      has full corporate right, power and authority to enter into this Agreement
      and perform the transactions contemplated hereby. This Agreement has been
      duly authorized, executed and delivered by the Company and is a legal,
      valid and binding agreement of the Company enforceable in accordance with
      its terms, except to the extent that enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors&#146; rights generally and by general equitable
      principles.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(p) </TD>
    <TD>
      <P align=justify><B><I>No Material Adverse Effect. </I></B>Subsequent to
      the respective dates as of which information is given in the Registration
      Statement or included or incorporated by reference in the Time of Sale
      Prospectus and the Prospectuses, if any (including any document deemed
      incorporated by reference therein), there has not been (i) any Material
      Adverse Effect, (ii) any transaction which is material to the Company and
      the Material Subsidiaries taken as a whole, (iii) any obligation or
      liability, direct or contingent (including any off-balance sheet
      obligations), incurred by the Company or any Material Subsidiary, which is
      material to the Company and the Material Subsidiaries taken as a whole,
      (iv) any material change in the capital stock or outstanding long-term
      indebtedness of the Company or any of the Material Subsidiaries or (v) any
      dividend or distribution of any kind declared, paid or made on the capital
      stock of the Company or any Material Subsidiary, other than in each case
      above in the ordinary course of business or as otherwise disclosed in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(q) </TD>
    <TD>
      <P align=justify><B><I>Independent Accountants. </I></B>KPMG LLP, who have
      delivered their report with respect to the audited Financial Statements
      (as defined below and which term as used in this Agreement includes the
      related notes thereto) filed with the SEC as a part of the Registration
      Statement and included in the Time of Sale Prospectus, the Canadian
      Prospectus and the U.S. Prospectus (each, an &#147;<B>Applicable
      Prospectus</B>&#148; and collectively, the &#147;<B>Applicable Prospectuses</B>&#148;),
      are independent public, certified public or chartered accountants as
      required by the Securities Act, the Exchange Act and applicable Canadian
      Securities Laws. There has not been any &#147;reportable event&#148; (as that term
is defined in National Instrument 51-102 Continuous Disclosure Obligations of
the Canadian Securities Administrators) with KPMG LLP or any other prior auditor
of the Company or any of its Material Subsidiaries. To the Company&#146;s knowledge,
after due and careful inquiry, KPMG LLP is not in violation of the auditor
independence requirements of the Sarbanes-Oxley Act of 2002. </P></TD></TR></TABLE><BR>
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<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(r) </TD>
    <TD>
      <P align=justify><B><I>Enforceability of Agreements. </I></B>All
      agreements between the Company and third parties expressly referenced in
      the Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses are legal, valid and binding
      obligations of the Company enforceable in accordance with their respective
      terms, except to the extent that (i) enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors&#146; rights generally and by general equitable principles,
      and (ii) the indemnification provisions of certain agreements may be
      limited by Applicable Law or public policy considerations in respect
      thereof, and except for any other potentially unenforceable term that,
      individually or in the aggregate, would not reasonably be expected to be
      material to the Company.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(s) </TD>
    <TD>
      <P align=justify><B><I>Financial Information. </I></B>The consolidated
      financial statements of the Company filed with the SEC as a part of the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, together with the related
      notes and schedules (the &#147;<B>Financial Statements</B>&#148;), present fairly,
      in all material respects, the consolidated financial position of the
      Company and the Material Subsidiaries as of the dates indicated and the
      consolidated statements of comprehensive loss, shareholders&#146; equity and
      cash flows of the Company for the periods specified. Such Financial
      Statements conform in all material respects with United States generally
      accepted accounting principles (<B>&#147;GAAP</B>&#148;) where noted, applied on a
      consistent basis during the periods involved. The other financial and
      statistical data with respect to the Company and the Material Subsidiaries
      contained or incorporated by reference in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, are accurately and fairly presented in all material
      respects and prepared on a basis consistent with the financial statements
      and books and records of the Company; there are no financial statements
      (historical or pro forma) that are required to be included or incorporated
      by reference in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses that are not
      included or incorporated by reference as required; the Company and the
      Material Subsidiaries do not have any material liabilities or obligations,
      direct or contingent (including any off-balance sheet obligations), not
      described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses and all
      disclosures contained or incorporated by
reference therein; and no other financial statements are required to be
set forth or to be incorporated by reference in the Registration Statement or
included or incorporated by reference in the Time of Sale Prospectus and the
Prospectuses.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 15 - </P>

<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(t) </TD>
    <TD>
      <P align=justify><B><I>Statistical, Industry-Related and Market-Related
      Data</I></B>. The statistical, industry-related and market-related data
      included in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, are based
      on or derived from sources that the Company reasonably believes are
      reliable and accurate.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(u) </TD>
    <TD>
      <P align=justify><B><I>Organization</I></B>. The Company and each of its
      Material Subsidiaries are, and will be, duly organized, validly existing
      as a corporation and in good standing (where such concept is recognized)
      under the laws of their respective jurisdictions of organization. The
      Company and each of the Material Subsidiaries are, and will be, duly
      licensed or qualified as a foreign corporation for transaction of business
      and in good standing under the laws of each other jurisdiction in which
      their respective ownership or lease of property or the conduct of their
      respective businesses requires such license or qualification, and have all
      corporate power and authority necessary to own or hold their respective
      properties and to conduct their respective businesses as described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, except where the failure to
      be so qualified or in good standing or have such power or authority would
      not, individually or in the aggregate, have a material adverse effect or
      would reasonably be expected to have a material adverse effect on or
      affecting the assets, business, operations, earnings, properties,
      condition (financial or otherwise), shareholders&#146; equity or results of
      operations of the Company and the Material Subsidiaries taken as a whole,
      or prevent or materially interfere with consummation of the transactions
      contemplated hereby (a &#147;<B>Material Adverse Effect</B>&#148;).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(v) </TD>
    <TD>
      <P align=justify><B><I>Subsidiaries</I></B>. The subsidiaries of the
      Company listed in Schedule &#147;A&#148; (individually a &#147;<B>Material
      Subsidiary</B>&#148; and collectively, the &#147;<B>Material Subsidiaries</B>&#148;),
      include all of the Company&#146;s significant subsidiaries (as such term is
      defined in Rule 1-02 of Regulation S-X promulgated by the SEC). Except as
      set forth in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus or the Prospectuses, the Company
      owns, directly or indirectly, all of the equity interests of the Material
      Subsidiaries free and clear of any lien, charge, security interest,
      encumbrance, right of first refusal or other restriction, and all the
      equity interests of the Material Subsidiaries are validly issued and are
      fully paid, non-assessable and free of preemptive and similar
    rights.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(w) </TD>
    <TD>
      <P align=justify><B><I>Minute Books</I></B>. Since January 1, 2014, all
      existing minute books of the Company and each of the Material
      Subsidiaries, including all existing records of all meetings and actions
      of the board of directors (including, the
Audit, Compensation and Governance and Nominating Committees and other
board committees) and securityholders of the Company (collectively, the
&#147;<b>Corporate Records</b>&#148;) have been made available to the Underwriters and
their counsel, and all such Corporate Records are complete in all material
respects (except in respect of minutes for Board and Committee meetings since
March 31, 2016 that are not yet available in draft form or otherwise, in which
case agendas and handwritten notes of the business conducted at such meetings
have been made available for review by the Underwriters). There are no
transactions, agreements or other actions of the Company or any of the Material
Subsidiaries that are required to be recorded in the Corporate Records that are
not properly approved and/or recorded in the Corporate Records. All required
filings have been made with the appropriate Governmental Authorities in the
Province of Ontario in a timely fashion under the<i> Business Corporations Act </i>(Ontario), except for such filings where the failure to file would not have
a Material Adverse Effect, either individually or in the aggregate. </P></TD></TR></TABLE><BR>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(x) </TD>
    <TD>
      <P align=justify><B><I>No Violation or Default. </I></B>Neither the
      Company nor any of the Material Subsidiaries is (i) in violation of its
      articles or by-laws or similar organizational documents; (ii) except as
      are disclosed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, in
      violation or default, and no event has occurred that, with notice or lapse
      of time or both, would constitute such a violation or default, in the due
      performance or observance of any term, covenant or condition contained in
      any indenture, mortgage, deed of trust, loan agreement or other agreement
      or instrument to which the Company or any of the Material Subsidiaries is
      a party or by which the Company or any of the Material Subsidiaries is
      bound or to which any of the property or assets of the Company or any of
      the Material Subsidiaries are subject; or (iii) except as disclosed in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses, in violation of any
      Applicable Law, except in the case of each of clauses (ii) and (iii)
      above, for any such violation or default that would not, individually or
      in the aggregate, have a Material Adverse Effect. To the Company&#146;s
      knowledge, no other party under any material agreements, contracts,
      arrangements or understandings (written or oral) to which it or any of the
      Material Subsidiaries is a party is in violation or default in any respect
      thereunder where such violation or default would have a Material Adverse
      Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(y) </TD>
    <TD>
      <P align=justify><B><I>Disclosures. </I></B>The Company and each of the
      Material Subsidiaries (other than Material Subsidiaries acquired not more
      than 365 days prior to the Evaluation Date, as defined below) maintain
      systems of internal accounting controls applicable under GAAP in
      applicable periods, or sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management&#146;s general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with GAAP and to
      maintain asset accountability; (iii) access to assets is permitted only in accordance with management&#146;s
general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The Company&#146;s
internal control over financial reporting is effective and the Company is not
aware of any material weaknesses in its internal control over financial
reporting. Since the date of the latest audited financial statements of the
Company included or incorporated by reference in the Registration Statement or
included or incorporated by reference in the Time of Sale Prospectus and the
Prospectuses, there has been no change in the Company&#146;s internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company&#146;s internal control over financial reporting. The
Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company and each of the Material Subsidiaries is made known to the
certifying officers by others within those entities, particularly during the
period in which the Company&#146;s Annual Report on Form 10-K, is being prepared or
during the period in which financial statements will be filed with the SEC on
Form 10-Q. The Company&#146;s certifying officers have evaluated the effectiveness of
the Company&#146;s controls and procedures as of December 31, 2015 (such date, the <b>&#147;Evaluation Date</b>&#148;). The Company presented in its Annual Report on Form
10-K for the fiscal year most recently ended the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date and the disclosure controls and
procedures are effective. Since the Evaluation Date, there have been no
significant changes in the Company&#146;s internal controls (as such term is defined
in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company&#146;s
knowledge, in other factors that could significantly affect the Company&#146;s
internal controls, except that the Company has limited the scope of its
disclosure controls and procedures and internal control over financial reporting
for its quarter ended June 30, 2016 to exclude controls, policies and procedures
of a business that the Company acquired not more than 365 days before the last
day of the period covered by the interim filing. </P></TD></TR></TABLE><BR>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(z) </TD>
    <TD>
      <P align=justify><B><I>Capitalization. </I></B>The issued and outstanding
      Common Shares have been validly issued, are fully paid and non-assessable
      and are not subject to any preemptive rights, rights of first refusal or
      similar rights. The Company has an authorized, issued and outstanding
      capitalization as set forth in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses as of the dates referred to therein (other than the grant of
      additional options under the Company&#146;s existing stock option plans, or
      changes in the number of outstanding Common Shares of the Company due to
      the issuance of shares upon the exercise or conversion of securities
      exercisable for, or convertible into, Common Shares outstanding on the
      date hereof) and such authorized capital stock conforms in all
    material respects to the description thereof set forth in the
Registration Statement or included or incorporated by reference in the Time of
Sale Prospectus and the Prospectuses. The description of the securities of the
Company in the Registration Statement or included or incorporated by reference
in the Time of Sale Prospectus and the Prospectuses is complete and accurate in
all material respects. Except as disclosed in or contemplated by the
Registration Statement or included or incorporated by reference in the Time of
Sale Prospectus and the Prospectuses, as of the date referred to therein, the
Company does not have outstanding any options to purchase, or any rights or
warrants to subscribe for, or any securities or obligations convertible into, or
exchangeable for, or any contracts or commitments to issue or sell, any Common
Shares or other securities. </P></TD></TR></TABLE><BR>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(aa) </TD>
    <TD>
      <P align=justify><B><I>No Applicable Registration or Other Similar Rights.
      </I></B>There are no persons with registration or other similar rights to
      have any equity or debt securities registered or qualified for sale under
      the Registration Statement or the Canadian Prospectus or included in the
      offering contemplated by this Agreement who have not waived such rights in
      writing (including electronically) prior to the execution of this
      Agreement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(bb) </TD>
    <TD>
      <P align=justify><B><I>No Consents Required. </I></B>No consent, approval,
      authorization, order, registration or qualification of or with
      Governmental Authority is required for the execution, delivery and
      performance by the Company of this Agreement, the issuance and sale by the
      Company of the Units, except for (i) the qualification of the Units for
      distribution in the United States from the Canadian Commissions; and (ii)
      such consents, approvals, authorizations, orders and registrations or
      qualifications as may be required under applicable U.S. federal and state
      securities laws or by the bylaws and rules of the Financial Industry
      Regulatory Authority, Inc. (&#147;<B>FINRA</B>&#148;) or the SEC in connection with
      the sale of the Units by the Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(cc) </TD>
    <TD>
      <P align=justify><B><I>No Preferential Rights. </I></B>Except as set forth
      in the Registration Statement or included or incorporated by reference in
      the Time of Sale Prospectus and the Prospectuses, (i) and except pursuant
      to options to purchase Common Shares pursuant to outstanding options,
      restricted stock units, warrants or convertible debentures, no person, as
      such term is defined in Rule 1-02 of Regulation S-X promulgated under the
      Securities Act (each, a &#147;<B>Person</B>&#148;), has the right, contractual or
      otherwise, to cause the Company to issue or sell to such Person any Common
      Shares or other securities of the Company, (ii) no Person has any
      preemptive rights, resale rights, rights of first refusal, or any other
      rights (whether pursuant to a &#147;poison pill&#148; provision or otherwise) to
      purchase any Common Shares or other securities of the Company, (iii) no
      Person has the right to act as an underwriter or as a financial advisor to
      the Company in connection with the offer and sale of the Units, and (iv)
      no Person has the right, contractual or otherwise, to require the Company
      to register under the Securities Act or qualify for distribution under
      Canadian Securities Laws any Common Shares or other securities of the
      Company, or to include any such Common Shares or other securities in the
Registration Statement or included or incorporated by reference in the Time of
Sale Prospectus and the Prospectuses, whether as a result of the filing or
effectiveness of the Registration Statement, the Prospectuses (or documents
incorporated by reference therein) or the sale of the Units as contemplated
thereby or otherwise.</P></TD></TR></TABLE><BR>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(dd) </TD>
    <TD>
      <P align=justify><B><I>Forward-Looking Information. </I></B>No
      forward-looking statement (within the meaning of Section 27A of the
      Securities Act and Section 21E of the Exchange Act and no forward-looking
      information within the meaning of Section 1(1) of the Ontario Securities
      Act) contained or incorporated by reference in the Registration Statement,
      the Prospectuses or the Time of Sale Prospectuses has been made or
      reaffirmed without a reasonable basis or has been disclosed other than in
      good faith.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ee) </TD>
    <TD>
      <P align=justify><B><I>Certificates. </I></B>The form of certificates
      representing the Unit Shares, the Warrants, the Warrant Shares, the
      Additional Unit Shares, the Additional Warrants and the Additional Warrant
      Shares, to the extent that physical certificates are issued for such
      securities, will be in due and proper form and conform to the requirements
      of the <I>Business Corporations Act </I>(Ontario), the articles of
      incorporation of the Company and applicable requirements of the TSX, NYSE,
      DTC and CDS or will have been otherwise approved by the TSX and NYSE, if
      required, and will have been made eligible by DTC and CDS.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ff) </TD>
    <TD>
      <P align=justify><B><I>Transfer Agent. </I></B>CST Trust Company has been
      duly appointed as registrar and transfer agent for the Common
    Shares.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(gg) </TD>
    <TD>
      <P align=justify><B><I>Warrant Agents. </I></B>CST Trust Company has been
      duly appointed as Canadian warrant agent for the Warrants. American Stock
      Transfer &amp; Trust Company, LLC has been duly appointed as U.S. warrant
      agent for the Warrants.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(hh) </TD>
    <TD>
      <P align=justify><B><I>No Litigation</I></B>. There are no legal,
      governmental or regulatory actions, suits or proceedings pending, nor, to
      the Company&#146;s knowledge, any legal, governmental or regulatory audits or
      investigations, to which the Company or a Subsidiary is a party or to
      which any property of the Company or any of the Material Subsidiaries is
      the subject that, individually or in the aggregate, if determined
      adversely to the Company or any of the Material Subsidiaries, could
      reasonably be expected to have a Material Adverse Effect or materially and
      adversely affect the ability of the Company to perform its obligations
      under this Agreement; except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, to the Company&#146;s knowledge, no such actions, suits or
      proceedings are threatened or contemplated by any Governmental Authority
      or threatened by others; and (i) there are no current or pending audits or
      investigations, actions, suits or proceedings by or before any
      Governmental Authority that are required under the Securities Act or
      Canadian Securities Laws to be described in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses that are not so described; and (ii) there are no
agreements, contracts, arrangements or understandings (written or oral) or other
documents that are required under the Securities Act to be filed as exhibits to
the Registration Statement that are not so filed.</P></TD></TR></TABLE><BR>
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<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify><B><I>Labor Disputes. </I></B>No labor disturbance by or
      dispute with employees of the Company or any of the Material Subsidiaries
      exists or, to the knowledge of the Company, is threatened that could
      reasonably be expected to have a Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(jj) </TD>
    <TD>
      <P align=justify><B><I>Local Disputes. </I></B>Except as set forth in the
      Registration Statement and the Prospectuses, no dispute between the
      Company and any local, native or indigenous group exists, or to the
      Company&#146;s knowledge, is threatened or imminent with respect to any of the
      Company&#146;s properties or exploration activities that could reasonably be
      expected to have a Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(kk) </TD>
    <TD>
      <P align=justify><B><I>Proposed Acquisition</I></B>. Except as described
      in the Registration Statement or included or incorporated by reference in
      the Time of Sale Prospectus and the Prospectuses, there are no material
      agreements, contracts, arrangements or understandings (written or oral)
      with any persons relating to the acquisition or proposed acquisition by
      the Company or its Material Subsidiaries of any material interest in any
      business (or part of a business) or corporation, nor are there any other
      specific contracts or agreements (written or oral) in respect of any such
      matters in contemplation.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ll) </TD>
    <TD>
      <P align=justify><B><I>Intellectual Property Rights</I></B>. Except as
      disclosed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, the Company
      and the Material Subsidiaries own, possess, license or have other rights
      to use all foreign and domestic patents, patent applications, trade and
      service marks, trade and service mark registrations, trade names,
      copyrights, licenses, inventions, trade secrets, technology, Internet
      domain names, know-how and other intellectual property (collectively, the
      &#147;<B>Intellectual Property</B>&#148;), necessary for the conduct of their
      respective businesses as now conducted except to the extent that the
      failure to own, possess, license or otherwise hold adequate rights to use
      such Intellectual Property would not, individually or in the aggregate,
      have a Material Adverse Effect. Except as disclosed in the Registration
      Statement or included or incorporated by reference in the Time of Sale
      Prospectus and the Prospectuses (a) there are no rights of third parties
      to any such Intellectual Property owned by the Company and the Material
      Subsidiaries; (b) to the Company&#146;s knowledge, there is no infringement by
      third parties of any such Intellectual Property; (c) there is no pending
      or, to the Company&#146;s knowledge, threatened action, suit, proceeding or
      claim by others challenging the Company&#146;s and the Material Subsidiaries&#146;
      rights in or to any such Intellectual Property, and the Company is unaware
      of any facts which could form a reasonable basis for any such action,
      suit, proceeding or claim; (d) there is no pending or, to the Company&#146;s knowledge,
threatened action, suit, proceeding or claim by others challenging the validity
or scope of any such Intellectual Property; (e) there is no pending or, to the
Company&#146;s knowledge, threatened action, suit, proceeding or claim by others that
the Company and the Material Subsidiaries infringe or otherwise violate any
patent, trademark, copyright, trade secret or other proprietary rights of
others; (f) to the Company&#146;s knowledge, there is no third-party U.S. patent or
published U.S. patent application which contains claims for which an
Interference Proceeding (as defined in 35 U.S.C. &#167; 135) has been commenced
against any patent or patent application described in the Registration Statement
or included or incorporated by reference in the Time of Sale Prospectus and the
Prospectuses, as being owned by or licensed to the Company; and (g) the Company
and the Material Subsidiaries have complied with the terms of each agreement
pursuant to which Intellectual Property has been licensed to the Company or such
Material Subsidiary, and all such agreements are in full force and effect,
except, in the case of any of clauses (a)-(g) above, for any such infringement
by third parties or any such pending or threatened suit, action, proceeding or
claim as would not, individually or in the aggregate, result in a Material
Adverse Effect. </P></TD></TR></TABLE><BR>
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<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(mm) </TD>
    <TD>
      <P align=justify><B><I>Market Capitalization</I></B>. At the time the
      Registration Statement was originally declared effective, and at the time
      the Company's most recent Annual Report on Form 10-K was filed with the
      SEC, the Company met the then applicable requirements for the use of Form
      S-3 under the Securities Act, including, but not limited to, General
      Instruction I.B.1 of Form S-3. The Company is not a shell company (as
      defined in Rule 405 under the Securities Act) and has not been a shell
      company for at least 12 calendar months previously and if it has been a
      shell company at any time previously, has filed current Form 10
      information (as defined in Instruction I.B.6 of Form S-3) with the
      Commission at least 12 calendar months previously reflecting its status as
      an entity that is not a shell company.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(nn) </TD>
    <TD>
      <P align=justify><B><I>No Material Defaults. </I></B>Neither the Company
      nor any of the Material Subsidiaries has defaulted on any installment on
      indebtedness for borrowed money or on any rental on one or more long-term
      leases, which defaults, individually or in the aggregate, would have a
      Material Adverse Effect. The Company has not filed a report pursuant to
      Section 13(a) or 15(d) of the Exchange Act since the filing of its last
      Annual Report on Form 10-K, indicating that it (i) has failed to pay any
      dividend or sinking fund installment on preferred stock or (ii) has
      defaulted on any installment on indebtedness for borrowed money or on any
      rental on one or more long-term leases, which defaults, individually or in
      the aggregate, would have a Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(oo) </TD>
    <TD>
      <P align=justify><B><I>Certain Market Activities</I></B>. Neither the
      Company, nor any of the Material Subsidiaries, nor to the knowledge of the
      Company any of their respective directors or officers has taken, directly
      or indirectly, any action designed, or that has constituted or might reasonably be expected to cause
or result in, under the Exchange Act, Canadian Securities Laws or otherwise, the
stabilization, maintenance or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.</P></TD></TR></TABLE><BR>
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<TABLE
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(pp) </TD>
    <TD>
      <P align=justify><B><I>Title to Real and Personal Property</I></B>. Except
      as set forth in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, the Company
      and the Material Subsidiaries have good and marketable title in fee simple
      to all items of real property owned by them, good and valid title to all
      personal property described in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses as being owned by them that are material to the businesses of
      the Company or such Material Subsidiary, in each case free and clear of
      all liens, encumbrances and claims, except those that (i) do not
      materially interfere with the use made and proposed to be made of such
      property by the Company and any of the Material Subsidiaries or (ii) would
      not, individually or in the aggregate, have a Material Adverse Effect. Any
      real or personal property described in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses as being leased by the Company and any of the Material
      Subsidiaries is held by them under valid, existing and enforceable leases,
      except those that (A) do not materially interfere with the use made or
      proposed to be made of such property by the Company or any of the Material
      Subsidiaries or (B) would not, individually or in the aggregate, have a
      Material Adverse Effect. Each of the properties of the Company and the
      Material Subsidiaries complies with all applicable codes and Applicable
      Laws (including, without limitation, building and zoning codes, laws and
      regulations and laws relating to access to such properties), except if and
      to the extent disclosed in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses or except for such failures to comply that would not,
      individually or in the aggregate, interfere in any material respect with
      the use made and proposed to be made of such property by the Company and
      the Material Subsidiaries or otherwise have a Material Adverse Effect.
      None of the Company or the Material Subsidiaries has received from any
      Governmental Authorities any notice of any condemnation of, or zoning
      change affecting, the properties of the Company and the Material
      Subsidiaries, and the Company knows of no such condemnation or zoning
      change which is threatened, except for such that would not interfere in
      any material respect with the use made and proposed to be made of such
      property by the Company and the Material Subsidiaries or otherwise have a
      Material Adverse Effect, individually or in the aggregate.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(qq) </TD>
    <TD>
      <P align=justify><B><I>Mining Rights. </I></B>The White Mesa Mill, Henry
      Mountains Complex, Roca Honda Project, Canyon Mine Project, Daneros Mine,
      Sheep Mountain Project, La Sal Project, Nichols Ranch Project and Alta
      Mesa ISR Project, as described in the Registration Statement or included
      or incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses (collectively, the
&#147;<B>Material</B> <b>Properties</b>&#148;) are the only resource properties currently
material to the Company in which the Company or the Material Subsidiaries have
an interest; the Company or through the Material Subsidiaries, hold either
freehold title, mining leases, mining concessions, mining claims, exploration
permits, prospecting permits or participant interests or other conventional
property or proprietary interests or rights, recognized in the jurisdiction in
which the Material Properties are located, in respect of the ore bodies and
minerals located on the Material Properties in which the Company (through the
applicable Material Subsidiary) has an interest under valid, subsisting and
enforceable title documents or other recognized and enforceable agreements,
contracts, arrangements or understandings, sufficient to permit the Company
(through the applicable Material Subsidiary) to explore for and exploit the
minerals relating thereto; all leases or claims and permits relating to the
Material Properties in which the Company (through the applicable Material
Subsidiary) has an interest or right have been validly located and recorded in
accordance with all Applicable Laws and are valid and subsisting; except as
disclosed in the Registration Statement or included or incorporated by reference
in the Time of Sale Prospectus and the Prospectuses, the Company (through the
applicable Material Subsidiary) has all necessary surface rights, access rights
and other necessary rights and interests relating to the Material Property in
which the Company (through the applicable Material Subsidiary) has an interest
granting the Company (through the applicable Material Subsidiary) the right and
ability to explore for and exploit minerals, ore and metals for development and
production purposes as are appropriate in view of the rights and interest
therein of the Company or the applicable Material Subsidiary, with only such
exceptions as do not materially interfere with the current use made by the
Company or the applicable Material Subsidiary of the rights or interest so held,
and each of the proprietary interests or rights and each of the agreements,
contracts, arrangements or understandings and obligations relating thereto
referred to above is currently in good standing in all respects in the name of
the Company or the applicable Material Subsidiary; except as disclosed in the
Prospectuses, the Company and the Material Subsidiaries do not have any
responsibility or obligation to pay any commission, royalty, license, fee or
similar payment to any person with respect to the property rights thereof,
except where such fee or payment would not have a Material Adverse Effect,
either individually<b><i> </i></b>or in the aggregate;<b><i> </i></b></P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the Company or the applicable Material Subsidiary holds
      direct interests in the Material Properties, as described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses (the &#147;<B>Project
      Rights</B>&#148;), under valid, subsisting and enforceable agreements or
      instruments, and all such agreements and instruments in connection with
      the Project Rights are valid and subsisting and enforceable in accordance
      with their terms;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 24 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>the Company and the Material Subsidiaries have identified
      all the material permits, certificates, and approvals (collectively, the
      &#147;<B>Permits</B>&#148;) which are or will be required for the exploration,
      development and eventual or actual operation of the Material Properties,
      which Permits include but are not limited to environmental assessment
      certificates, water licenses, land tenures, rezoning or zoning variances
      and other necessary local, provincial, state and federal approvals; and,
      except as disclosed in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, the appropriate Permits have either been received, applied
      for, or the processes to obtain such Permits have been or will in due
      course be initiated by the Company or the applicable Material
      Subsidiaries; and, except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, neither the Company nor the applicable Material
      Subsidiaries know of any issue or reason why the Permits should not be
      approved and obtained in the ordinary course;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>all assessments or other work required to be performed in
      relation to the material mining claims and the mining rights of the
      Company and the applicable Material Subsidiary in order to maintain their
      respective interests therein, if any, have been performed to date and,
      except as disclosed in the Registration Statement or included or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, the Company and the applicable Material Subsidiary have
      complied in all material respects with all Applicable Laws in this regard
      as well as with regard to legal and contractual obligations to third
      parties in this regard except in respect of mining claims and mining
      rights that the Company and the applicable Material Subsidiary intend to
      abandon or relinquish and except for any non- compliance which would not
      either individually or in the aggregate have a Material Adverse Effect;
      all such mining claims and mining rights are in good standing in all
      respects as of the date of this Agreement;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iv) </TD>
    <TD>
      <P align=justify>except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, all mining operations on the properties of the Company
      and the Material Subsidiaries (including, without limitation, the Material
      Properties) have been conducted in all respects in accordance with good
      mining and engineering practices and all applicable workers&#146; compensation
      and health and safety and workplace laws, regulations and policies have
      been duly complied with;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(v) </TD>
    <TD>
      <P align=justify>except as disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, there are no environmental audits, evaluations,
assessments, studies or tests relating to the Company or the Material
Subsidiaries except for ongoing assessments conducted by or on behalf of the
Company and the Material Subsidiaries in the ordinary course;<b><i> </i></b></P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(vi) </TD>
    <TD>
      <P align=justify>the Company made available to the respective authors
      thereof prior to the issuance of all of the applicable technical reports
      relating to the Material Properties (the &#147;<B>Reports</B>&#148;), for the
      purpose of preparing the Reports, as applicable, all information
      requested, and no such information contained any material
      misrepresentation as at the relevant time the relevant information was
      made available;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(vii) </TD>
    <TD>
      <P align=justify>the Reports complied in all material respects with the
      requirements of NI 43-101 &#150; <I>Standards of Disclosure for Mineral
      Projects </I>(&#147;<B>NI 43-101</B>&#148;) as at the date of each such
    Report;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(viii) </TD>
    <TD>
      <P align=justify>the Company is in compliance, in all material respects,
      with the provisions of NI 43-101 and has filed all technical reports
      required thereby and, at the time of filing, all such reports complied, in
      all material respects, with the requirements of NI 43-101; except as noted
      in the Prospectuses, all scientific and technical information disclosed in
      the Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses: (i) is based upon
      information prepared, reviewed and/or verified by or under the supervision
      of a &#147;qualified person&#148; (as such term is defined in NI 43- 101), (ii) has
      been prepared and disclosed in accordance with Canadian industry standards
      set forth in NI 43- 101, and (iii) was true, complete and accurate in all
      material respects at the time of filing; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ix) </TD>
    <TD>
      <P align=justify>the title reports listed on Exhibit C attached hereto
      (the &#147;<B>Title Opinions</B>&#148;) are to the knowledge of the Company, correct
      and complete in all respects on the date hereof, except as in respect of
      concessions which are (i) not material, or (ii) were permitted to expire
      or were sold in the ordinary course of business, as described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(rr) </TD>
    <TD>
      <P align=justify><B><I>Taxes. </I></B>The Company and each of the Material
      Subsidiaries have filed all federal, state, provincial, local and foreign
      tax returns which have been required to be filed and paid all taxes shown
      thereon through the date hereof, to the extent that such taxes have become
      due and are not being contested in good faith, except where the failure to
      so file or pay would not have a Material Adverse Effect. Except as
      otherwise disclosed in or contemplated by the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses, no tax deficiency has been determined adversely to the
      Company or any of the Material Subsidiaries which has had, individually or
      in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state, provincial
or other governmental tax deficiency, penalty or assessment which has been or
might be asserted or threatened against it which would have a Material<b><i> </i></b>Adverse Effect.<b><i> </i></b></P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 26 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ss) </TD>
    <TD>
      <P align=justify><B><I>No Reliance. </I></B>The Company has not relied
      upon the Underwriters or legal counsel for the Underwriters for any legal,
      tax or accounting advice in connection with the offering and sale of the
      Units.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">(tt) </TD>
    <TD>
      <P align=justify><B><I>Investment Company Act</I></B>. Neither the Company
      nor any of the Material Subsidiaries is or, after giving effect to the
      offering and sale of the Units and the application of the proceeds thereof
      as described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, will be an
      &#147;investment company&#148; or an entity &#147;controlled&#148; by an &#147;investment company,&#148;
      as such terms are defined in the Investment Company Act of 1940, as
      amended.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">(uu) </TD>
    <TD>
      <P align=justify><B><I>ERISA</I></B>.To the knowledge of the Company, each
      material employee benefit plan, within the meaning of Section 3(3) of the
      Employee Retirement Income Security Act of 1974, as amended
      (&#147;<B>ERISA</B>&#148;), that is maintained, administered or contributed to by
      the Company or any of its affiliates for employees or former employees of
      the Company and any of the Material Subsidiaries has been maintained in
      material compliance with its terms and the requirements of any applicable
      statutes, orders, rules and regulations, including but not limited to
      ERISA and the Internal Revenue Code of 1986, as amended (the
      &#147;<B>Code</B>&#148;); no prohibited transaction, within the meaning of Section
      406 of ERISA or Section 4975 of the Code, has occurred which would result
      in a material liability to the Company with respect to any such plan
      excluding transactions effected pursuant to a statutory or administrative
      exemption; and for each such plan that is subject to the funding rules of
      Section 412 of the Code or Section 302 of ERISA, no &#147;accumulated funding
      deficiency&#148; as defined in Section 412 of the Code has been incurred,
      whether or not waived, and the fair market value of the assets of each
      such plan (excluding for these purposes accrued but unpaid contributions)
      exceeds the present value of all benefits accrued under such plan
      determined using reasonable actuarial assumptions.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">(vv) </TD>
    <TD>
      <P align=justify><B><I>Company is not a &#147;Controlled Foreign Corporation&#148;.
      </I></B>As of the date hereof, the Company is not a &#147;<I>controlled foreign
      corporation</I>,&#148; as such term is defined in the Code, and does not expect
      to become a controlled foreign corporation in the foreseeable
    future.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD vAlign=top width="5%">(ww) </TD>
    <TD>
      <P align=justify><B><I>Insurance</I></B>. The Company and each of the
      Material Subsidiaries carry, or are covered by, insurance in such amounts
      and covering such risks as the Company and each of the Material
      Subsidiaries reasonably believe are adequate for the conduct of their
      properties and as is customary for companies engaged in similar businesses
      in similar industries.</P></TD></TR></TABLE><BR>
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<TABLE
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(xx) </TD>
    <TD>
      <P align=justify><B><I>No Price Stabilization or Manipulation</I></B><B>;
      </B><B><I>Compliance with Regulation M</I></B>. The Company has not taken,
      nor will the Company take, directly or indirectly, any action designed to
      or that might be reasonably expected to cause or result in stabilization
      or manipulation of the price of the Common Shares, as applicable, or any
      other &#147;reference security&#148; (as defined in Rule 100 of Regulation M under
      the Exchange Act (&#147;<B>Regulation M</B>&#148;)) whether to facilitate the sale
      or resale of the Units, as applicable, or otherwise, and has taken no
      action which would directly or indirectly violate Regulation M.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(yy) </TD>
    <TD>
      <P align=justify><B><I>Working Capital</I></B>. To the Company&#146;s knowledge
      and taking into account the available working capital and the net proceeds
      receivable by the Company following the sale of the Units, the Company has
      sufficient working capital for its present requirements that is for a
      period of at least 12 months from the date of the Prospectuses.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(zz) </TD>
    <TD>
      <P align=justify><B><I>FINRA Matters</I></B>. All of the information
      provided to the Underwriters or to counsel for the Underwriters by the
      Company and, to the knowledge of the Company, its officers and directors
      and the holders of any securities (debt or equity) or options to acquire
      any securities of the Company in connection with letters, filings or other
      supplemental information provided to FINRA pursuant to FINRA Conduct Rule
      5110, 5121 or 5190 is true, complete and correct in all material
      aspects.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(aaa) </TD>
    <TD>
      <P align=justify><B><I>Environmental Laws</I></B><B>. </B>Except as set
      forth in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the
  Prospectuses:</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>each of the Company and the Material Subsidiaries is in
      compliance in all material respects with all applicable federal,
      provincial, state, municipal and local laws, statutes, ordinances, bylaws
      and regulations and orders, directives and decisions rendered by any
      ministry, department or administrative or regulatory agency, domestic or
      foreign (the &#147;<B>Environmental Laws</B>&#148;) relating to the protection of
      the environment, occupational health and safety or the processing, use,
      treatment, storage, disposal, discharge, transport or handling of any
      pollutants, contaminants, chemicals or industrial, toxic or hazardous
      wastes or substance, including any uranium or derivatives thereof (the
      &#147;<B>Hazardous Substances</B>&#148;), except where such non-compliance would not
      have a Material Adverse Effect, either individually or in the
      aggregate;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>each of the Company and the Material Subsidiaries has
      obtained all licenses, permits, approvals, consents, certificates,
      registrations and other authorizations under all applicable Environmental
      Laws (the &#147;<B>Environmental Permits</B>&#148;) necessary as at the date hereof
      for the operation of the businesses carried on or proposed to be commenced
      by the Company and the Material Subsidiaries and each Environmental Permit
      is valid, subsisting and in good standing and
to the knowledge of the Company neither the Company nor the
Material Subsidiaries is in default or breach of any Environmental Permit which
would have a Material Adverse Effect, and no proceeding is pending or, to the
knowledge of the Company or the Material Subsidiaries, threatened, to revoke or
limit any Environmental Permit;</P></TD></TR></TABLE><BR>
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<TABLE
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  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>neither the Company nor the Material Subsidiaries has
      used, except in compliance with all Environmental Laws and Environmental
      Permits, and other than as may be incidental to mineral resource
      exploration, development, mining, recovery, processing or milling, any
      property or facility which it owns or leases or previously owned or
      leased, to generate, manufacture, process, distribute, use, treat, store,
      dispose of, transport or handle any Hazardous Substance; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iv) </TD>
    <TD>
      <P align=justify>neither the Company nor the Material Subsidiaries
      (including, if applicable, any predecessor companies) has received any
      notice of, or been prosecuted for an offence alleging, non-compliance with
      any Environmental Law that would have a Material Adverse Effect, and
      neither the Company nor the Material Subsidiaries (including, if
      applicable, any predecessor companies) has settled any allegation of
      non-compliance that would have a Material Adverse Effect short of
      prosecution. There are no orders or directions relating to environmental
      matters requiring any material work, repairs, construction or capital
      expenditures to be made with respect to any of the assets of the Company
      or the Material Subsidiaries, nor has the Company or the Material
      Subsidiaries received notice of any of the same; and (v) neither the
      Company nor the Material Subsidiaries has received any notice wherein it
      is alleged or stated that the Company or the Material Subsidiaries is
      potentially responsible for a federal, provincial, state, municipal or
      local clean-up site or corrective action under any Environmental Laws.
      Neither the Company nor the Material Subsidiaries has received any request
      for information in connection with any federal, state, municipal or local
      inquiries as to disposal sites.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(bbb) </TD>
    <TD>
      <P align=justify><B><I>Finder&#146;s Fee&#146;s. </I></B>Neither the Company nor any
      of the Material Subsidiaries has incurred any liability for any finder&#146;s
      fees, brokerage commissions or similar payments in connection with the
      transactions herein contemplated, except as may otherwise exist with
      respect to the Underwriters pursuant to this Agreement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ccc) </TD>
    <TD>
      <P align=justify><B><I>Broker/Dealer Relationships</I></B>. Neither the
      Company nor any of the Material Subsidiaries or any related entities (i)
      is required to register as a &#147;broker&#148; or &#147;dealer&#148; in accordance with the
      provisions of the Exchange Act or (ii) directly or indirectly through one
      or more intermediaries, controls or is a &#147;person associated with a member&#148;
      or &#147;associated person of a member&#148; (within the meaning set forth in the
      FINRA Manual).</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 29 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ddd) </TD>
    <TD>
      <P align=justify><B><I>Dividend Restrictions</I></B>. Except as may be
      restricted by Applicable Law, and except for solvency restrictions
      applicable to Uranerz Energy Corporation contained in the instruments
      evidencing the indebtedness owed by Uranerz Energy Corporation to the
      State of Wyoming, no Material Subsidiary is prohibited or restricted,
      directly or indirectly, from paying dividends to the Company, or from
      making any other distribution with respect to such Material Subsidiaries&#146;
      equity securities or from repaying to the Company or any other Material
      Subsidiaries any amounts that may from time to time become due under any
      loans or advances to such Material Subsidiaries from the Company or from
      transferring any property or assets to the Company or to any other
      Material Subsidiaries.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(eee) </TD>
    <TD>
      <P align=justify><B><I>No Improper Practices. </I></B>(i) Neither the
      Company nor, to the Company&#146;s knowledge, the Material Subsidiaries, nor to
      the Company&#146;s knowledge, any of their respective directors or officers
      has, in the past five years, made any unlawful contributions to any
      candidate for any political office (or failed fully to disclose any
      contribution in violation of Applicable Law) or made any contribution or
      other payment to any official of, or candidate for, any federal, state,
      provincial, municipal, or foreign office or other person charged with
      similar public or quasi-public duty in violation of any Applicable Law or
      of the character required to be disclosed in the Registration Statement or
      included or incorporated by reference in the Time of Sale Prospectus and
      the Prospectuses; (ii) no relationship, direct or indirect, exists between
      or among the Company or, to the Company&#146;s knowledge, any Material
      Subsidiary or any affiliate of any of them, on the one hand, and the
      directors, officers and shareholders of the Company or, to the Company&#146;s
      knowledge, any Material Subsidiary, on the other hand, that is required by
      the Securities Act or Canadian Securities Laws to be described in the
      Registration Statement or included or incorporated by reference in the
      Time of Sale Prospectus and the Prospectuses that is not so described;
      (iii) no relationship, direct or indirect, exists between or among the
      Company or any Material Subsidiary or any affiliate of them, on the one
      hand, and the directors, officers, or shareholders of the Company or, to
      the Company&#146;s knowledge, any Material Subsidiary, on the other hand, that
      is required by the rules of FINRA (or Canadian equivalent thereof) to be
      described in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses that is not
      so described; (iv) except as described in the Prospectuses, there are no
      material outstanding loans or advances or material guarantees of
      indebtedness by the Company or, to the Company&#146;s knowledge, any Material
      Subsidiary to or for the benefit of any of their respective officers or
      directors or any of the members of the families of any of them; and (v)
      the Company has not offered, or caused any placement agent to offer,
      Common Shares or to make any payment of funds to any person with the
      intent to influence unlawfully (A) a customer or supplier of the Company
      or any Material Subsidiary to alter the customer&#146;s or supplier&#146;s level or
      type of business with the Company or any Material Subsidiary or (B) a
      trade journalist or publication to write or publish favorable
      information about the Company or any Material Subsidiary or any of their
respective products or services, and, (vi) neither the Company nor any Material
Subsidiary nor, to the Company&#146;s knowledge, any director, officer, employee or
agent of the Company or any Material Subsidiary has made any payment of funds of
the Company or any Material Subsidiary or received or retained any funds in
violation of any Applicable Law (including, without limitation, the Foreign
Corrupt Practices Act of 1977 and the <i>Corruption of Foreign Public Officials
Act </i>(Canada)). </P></TD></TR></TABLE><BR>
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<P align=center>- 30 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(fff) </TD>
    <TD>
      <P align=justify><B><I>Operations</I></B>. The operations of the Company
      and the Material Subsidiaries are and have been conducted at all times in
      compliance with applicable financial record keeping and reporting
      requirements of the <I>Proceeds of Crime (Money Laundering) and Terrorist
      Financing Act </I>(Canada), the <I>Corruption of Foreign Public Officials
      Act </I>(Canada) and applicable rules and regulations thereunder, and the
      money laundering statutes of all applicable jurisdictions, the rules and
      regulations thereunder and any related or similar applicable rules,
      regulations or guidelines, issued, administered or enforced by any
      Governmental Authority (collectively, the &#147;<B>Money Laundering Laws</B>&#148;);
      and no action, suit or proceeding by or before any court or Governmental
      Authority involving the Company or any of the Material Subsidiaries with
      respect to the Money Laundering Laws is pending or, to the knowledge of
      the Company, threatened.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ggg) </TD>
    <TD>
      <P align=justify><B><I>Sanctions. </I></B>(i) The Company represents that,
      neither the Company nor any of the Material Subsidiaries (collectively,
      the &#147;<B>Entity</B>&#148;) nor, to the Company&#146;s knowledge, any director,
      officer, employee, agent, affiliate or representative of the Company, is a
      government, individual, or entity (in this paragraph (nnn),
      &#147;<B>Member</B>&#148;) that is, or is owned or controlled by a Member that
      is:</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="15%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(A) </TD>
    <TD>
      <P align=justify>the subject of any sanctions administered or enforced by
      the U.S. Department of Treasury&#146;s Office of Foreign Assets Control, the
      United Nations Security Council, the European Union, Her Majesty&#146;s
      Treasury, the Office of the Superintendent of Financial Institutions
      (Canada), or pursuant to the <I>Special Economic Measures Act </I>(Canada)
      or other relevant sanctions authority or Applicable Law (collectively,
      &#147;<B>Sanctions</B>&#148;), nor</P></TD></TR>
  <TR>
    <TD width="15%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="15%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(B) </TD>
    <TD>
      <P align=justify>located, organized or resident in a country or territory
      that is the subject of Sanctions (including, without limitation,
      Burma/Myanmar, Cuba, Iran, Libya, North Korea, Russia, Sudan, Syria,
      Ukraine and Zimbabwe).</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>The Company represents and covenants that it will not,
      directly or indirectly, use the proceeds of the offering, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other Member:</P></TD></TR></TABLE><BR>
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<P align=center>- 31 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="15%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(A) </TD>
    <TD>
      <P align=justify>to fund or facilitate any activities or business of or
      with any Member or in any country or territory that, at the time of such
      funding or facilitation, is the subject of Sanctions; or</P></TD></TR>
  <TR>
    <TD width="15%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="15%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(B) </TD>
    <TD>
      <P align=justify>in any other manner that will result in a violation of
      Sanctions by any Member (including any Member participating in the
      offering, whether as underwriter, advisor, investor or
  otherwise).</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>The Company represents and covenants that, except as
      detailed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, for the
      past 5 years, it has not knowingly engaged in, is not now knowingly
      engaged in, and will not engage in, any dealings or transactions with any
      Member, or in any country or territory, that at the time of the dealing or
      transaction is or was the subject of
Sanctions.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(hhh) </TD>
    <TD>
      <P align=justify><B><I>Certification of Disclosure</I></B>. There has been
      no failure on the part of the Company or any of the Company&#146;s directors or
      officers, in their capacities as such, to comply in all material respects
      with any applicable provisions of the Sarbanes-Oxley Act, National
      Instrument 52-109 (<I>Certification of Disclosure in Issuers&#146; Annual and
      Interim Filings</I>) (&#147;<B>NI 52-109</B>&#148;) and the rules and regulations
      promulgated thereunder. Each of the principal executive officer and the
      principal financial officer of the Company (or each former principal
      executive officer of the Company and each former principal financial
      officer of the Company as applicable) and each certifying officer of the
      Company (or each former certifying officer of the Company and each former
      certifying officer of the Company as applicable) has made all
      certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act
      with respect to all reports, schedules, forms, statements and other
      documents required to be filed by it or furnished by it to the SEC and as
      required to be made and filed by NI 52- 109. For purposes of the preceding
      sentence, &#147;principal executive officer&#148; and &#147;principal financial officer&#148;
      shall have the meanings given to such terms in the Sarbanes-Oxley Act and
      &#147;certifying officer&#148; shall have the meanings given to such term in NI
      52-109.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify><B><I>Filings. </I></B>Since January 1, 2014, the Company
      has filed all documents or information required to be filed by it under
      Canadian Securities Laws, U.S. Securities Laws, and the rules, regulations
      and policies of the Exchanges, except where the failure to file such
      documents or information will not have a Material Adverse Effect, either
      individually or in the aggregate; all material change reports, annual
      information forms, financial statements, management proxy circulars and
      other documents filed by or on behalf of the Company with the Exchanges,
      the SEC and the Canadian Commissions, as of its date, 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 and did not contain a misrepresentation at
the time at which it was filed; the Company has not filed any confidential
material change report or any document requesting confidential treatment with
any Governmental Authority that at the date hereof remains confidential.<b><i> </i></b></P></TD></TR></TABLE><BR>
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<P align=center>- 32 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(jjj) </TD>
    <TD>
      <P align=justify><B><I>Exchange Registration. </I></B>The Common Shares
      are registered pursuant to Section 12(b) of the Exchange Act and are
      accepted for trading on the NYSE under the symbol &#147;UUUU&#148; and the TSX under
      the symbol &#147;EFR,&#148; and the Company has taken no action designed to
      terminate the registration of the Common Shares under the Exchange Act or
      delisting the Common Shares from either of the Exchanges, nor, except as
      disclosed in the Registration Statement or included or incorporated by
      reference in the Time of Sale Prospectus and the Prospectuses, has the
      Company received any notification that the SEC, the Canadian Commissions
      or either of the Exchanges is contemplating terminating such registration
      or listing. Except as disclosed in the Registration Statement or included
      or incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, the Company has complied in all material respects with the
      applicable requirements of the Exchanges for maintenance of inclusion of
      the Common Shares thereon. The Company has obtained all necessary
      consents, approvals, authorizations or orders of, or filing, notification
      or registration with, the Exchanges, the SEC and the Canadian Commissions,
      where applicable, required for the listing and trading of the Unit Shares,
      the Warrant Shares, the Additional Units and the Additional Warrant
      Shares, subject only to satisfying their standard listing and maintenance
      requirements and the Company has obtained all necessary consents,
      approvals, authorizations or orders of, or filing, notification or
      registration with, the TSX, and the Canadian Commissions, where
      applicable, required for the listing and trading of the Warrants and the
      Additional Warrants on the TSX, subject only to satisfying the TSX&#146;s
      standard listing and maintenance requirements. The Company has no reason
      to believe that it will not in the foreseeable future continue to be in
      compliance with all such listing and maintenance requirements of each
      Exchange.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(kkk) </TD>
    <TD>
      <P align=justify><B><I>Passive Foreign Investment Company. </I></B>The
      Company believes that it was not a Passive Foreign Investment Company
      (&#147;<B>PFIC</B>&#148;) within the meaning of Section 1297 of the Code, during the
      prior tax year ended on December 31, 2015, and based on current business
      plans and financial expectations, the Company expects that it will not be
      a PFIC for the current tax year and expects that it will not be a PFIC for
      the foreseeable future.</P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">In this Agreement, a reference to
&#147;<I>knowledge</I>&#148; of the Company, means the knowledge of the directors or
officers of the Company or any officer who may be responsible for the subject
matter at issue, in each case, after reasonable inquiry. </P>
<P align=justify style="text-indent:5%">Any certificate signed by any
officer on behalf of the Company or any of the Material Subsidiaries and
delivered to the Underwriters or counsel for the Underwriters in connection with
the offering of the Units shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case
may be, as to matters covered thereby, to each Underwriter. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 33 - </P>

<P align=justify style="text-indent:5%">The Company acknowledges that the
Underwriters and, for purposes of the opinions to be delivered pursuant to
Section 7 hereof, counsel to the Company and counsel to the Underwriters will
rely upon the accuracy and truthfulness of the foregoing representations and
hereby consents to such reliance. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 4</B> </TD>
    <TD align=left width="90%"><B>Certain Covenants of the Company.</B>
  </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company further covenants and
agrees with each Underwriter and CF US as follows: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Delivery of Registration Statement, Time of Sale
      Prospectus and Prospectuses</I></B>. To the extent not available on EDGAR
      as it relates to the Registration Statement, the Time of Sale Prospectus,
      the U.S. Prospectus and any supplements and amendments thereto, the
      Company shall furnish and deliver to the Underwriters, in such cities as
      the Underwriters may reasonably and lawfully request without charge, as
      soon as practicable after the Registration Statement becomes effective (as
      to the U.S. Prospectus) or after the filing thereof (as to the Canadian
      Prospectus), and during the period mentioned in Section 4(e) or Section
      4(f) below, as many commercial copies, or originally signed versions, of
      the Time of Sale Prospectus, the Canadian Prospectus, the U.S. Prospectus
      and any supplements and amendments thereto or to the Registration
      Statement as the Co-Lead Underwriters on behalf of the Underwriters may
      reasonably request for the purposes contemplated by the Securities Act and
      the Canadian Securities Laws. As used herein, the term &#147;<B>Prospectus
      Delivery Period</B>&#148; means such period of time after the first date of the
      public offering of the Units and ending on the completion of the
      distribution of the offering of the Units, during which time a preliminary
      prospectus, preliminary prospectus supplement or a prospectus relating to
      the Units is required by applicable Canadian Securities Laws or U.S.
      Securities Laws to be delivered (or required to be delivered but for Rule
      172 under the Securities Act) in connection with sales of the Units by any
      Underwriter or dealer.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Co-Lead Underwriters&#146; Review of Proposed Amendments
      and Supplements</I></B>. Prior to amending or supplementing the
      Registration Statement, the Time of Sale Prospectus, the Canadian
      Prospectus or the U.S. Prospectus (including any amendment or supplement
      through incorporation by reference of any document), the Company shall
      furnish to the Co-Lead Underwriters for review, a reasonable amount of
      time prior to the proposed time of filing or use thereof, a copy of each
      such proposed amendment or supplement, and the Company shall not file or
      use any such proposed amendment or supplement without the Co-Lead
      Underwriters&#146; consent which shall not be unreasonably delayed, conditioned
      or withheld.</P></TD></TR></TABLE><BR>
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<P align=center>- 34 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Free Writing Prospectuses</I></B>. The Company
      shall furnish to the Co-Lead Underwriters for review, a reasonable amount
      of time prior to the proposed time of filing or use thereof, a copy of
      each proposed free writing prospectus or any amendment or supplement
      thereto to be prepared by or on behalf of, used by, or referred to by the
      Company and the Company shall not file, use or refer to any proposed free
      writing prospectus or any amendment or supplement thereto without the
      Co-Lead Underwriters&#146; consent which shall not be unreasonably delayed,
      conditioned or withheld. The Company shall furnish to each Underwriter,
      without charge, as many copies of any free writing prospectus prepared by
      or on behalf of, or used by, the Company as such Underwriter may
      reasonably request. If during the Prospectus Delivery Period there
      occurred or occurs an event or development as a result of which any free
      writing prospectus prepared by or on behalf of, used by, or referred to by
      the Company conflicted or would conflict with the information contained in
      the Registration Statement or included or would include an untrue
      statement of a material fact or, omitted or would omit to state a material
      fact necessary in order to make the statements therein, in the light of
      the circumstances prevailing at that subsequent time, not misleading, the
      Company shall promptly amend or supplement such free writing prospectus to
      eliminate or correct such conflict or so that the statements in such free
      writing prospectus as so amended or supplemented will not include an
      untrue statement of a material fact or, omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances prevailing at such subsequent time, not misleading, as the
      case may be; provided, however, that prior to amending or supplementing
      any such free writing prospectus, the Company shall furnish to the Co-Lead
      Underwriters for review, a reasonable amount of time prior to the proposed
      time of filing or use thereof, a copy of such proposed amended or
      supplemented free writing prospectus and the Company shall not file, use
      or refer to any such amended or supplemented free writing prospectus
      without the Co-Lead Underwriters&#146; consent which shall not be unreasonably
      delayed conditioned or withheld.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Filing of Underwriter Free Writing
      Prospectuses</I></B>. The Company shall not take any action that would
      result in an Underwriter or the Company being required to file with the
      SEC pursuant to Rule 433(d) under the Securities Act a free writing
      prospectus prepared by or on behalf of the Underwriter that the
      Underwriter otherwise would not have been required to file
    thereunder.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify><B><I>Amendments and Supplements to Time of Sale
      Prospectus</I></B>. If any time prior to the First Closing Date (or Option
      Closing Date, in the case of Additional Units) any event shall occur or
      condition shall exist as a result of which the Time of Sale Prospectus, as
      amended or supplemented, would include an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances when delivered to a
      prospective purchaser, not misleading, or if, in the reasonable opinion of
      counsel for the Company or Underwriters, it is necessary
  to amend or supplement the Time of Sale Prospectus to comply with
Applicable Law, including the Securities Act, the Company shall (subject to
Section 4(b) and Section 4(c)) forthwith prepare, file with the SEC and furnish,
at its own expense, to the Underwriters and to any dealer upon request, either
amendments or supplements to the Time of Sale Prospectus so that the statements
in the Time of Sale Prospectus as so amended or supplemented will not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances when
delivered to a prospective purchaser, not misleading, or so that the Time of
Sale Prospectus, as amended or supplemented, will comply with Applicable Law
including the Securities Act and the Canadian Securities Laws. </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center>- 35 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify><B><I>Securities Act Compliance</I></B>. The Company will
      prepare the Canadian Prospectus Supplement and the U.S. Prospectus
      Supplement in a form approved by the Co-Lead Underwriters and (i) will
      file the Canadian Prospectus Supplement with the Principal Regulator in
      accordance with the Shelf Procedures as soon as practicably possible, and
      in any event, not later than 4:00 p.m. on September 15, 2016, and (ii)
      will file the U.S. Prospectus Supplement with the SEC not later than the
      SEC&#146;s close of business on the first business day following the day on
      which the filing of the Canadian Prospectus Supplement is made with the
      Principal Regulator. After the date of this Agreement, the Company shall
      promptly advise the Co-Lead Underwriters in writing (i) of the receipt of
      any comments of, or requests for additional or supplemental information or
      other communication from, any Canadian Commission or the SEC with respect
      to the Canadian Prospectus or the Registration Statement, (ii) of any
      request by any Canadian Commission to amend or supplement the Canadian
      Prospectus or for additional information or of any request by the SEC to
      amend the Registration Statement or to amend or supplement the U.S.
      Prospectus or for additional information, (iii) of the time and date of
      any filing of any post-effective amendment to the Registration Statement
      or any amendment or supplement to the Time of Sale Prospectus, any free
      writing prospectus or the Prospectuses, (iv) of the time and date that any
      post-effective amendment to the Registration Statement becomes effective,
      (v) of the issuance by the SEC or any Canadian Commission, as applicable,
      of any stop order suspending the effectiveness of the Registration
      Statement, the U.S. Prospectus or the Canadian Prospectus or any
      post-effective amendment thereto or any order directed at any document
      incorporated by reference in the Registration Statement, the U.S.
      Prospectus or the Canadian Prospectus or any amendment or supplement
      thereto or any order preventing or suspending the use of the Time of Sale
      Prospectus, any free writing prospectus, any marketing materials, the U.S.
      Prospectus or the Canadian Prospectus or any amendment or supplement
      thereto or any post-effective amendment to the Registration Statement, or
      the suspension of the qualification of the Units for sale in any
      jurisdiction, or of any proceedings to remove, suspend or terminate from
      listing or quotation the Common Shares and the Units
from the TSX or NYSE, or of the threatening or initiation of any
proceedings for any of such purposes, and (vi) of the issuance by any
Governmental Authority of any order having the effect of ceasing or suspending
the distribution of the Units, or of the institution or, to the knowledge of the
Company, threatening of any proceedings for any such purpose. If the SEC or any
Canadian Commission shall enter any such stop order at any time, the Company
will use best efforts to obtain the lifting of such order at the earliest
possible moment. </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 36 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify><B><I>Amendments and Supplements to the Prospectuses and
      Other Securities Act Matters</I></B><B>. </B>The Company will comply with
      the U.S. Securities Laws and the Canadian Securities Laws so as to permit
      the completion of the distribution of the Units during the Prospectus
      Delivery Period as contemplated in this Agreement and the Prospectuses. If
      any event shall occur or condition exist as a result of which it is
      necessary to amend or supplement the Prospectuses so that the Prospectuses
      do not include a misrepresentation or an untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances when the U.S.
      Prospectus or the Canadian Prospectus is delivered to a purchaser, not
      misleading, or if during the Prospectus Delivery Period in the reasonable
      opinion of the Company, Co-Lead Underwriters or counsel for the Company or
      Underwriters it is otherwise necessary to amend or supplement the
      Prospectuses to comply with U.S. Securities Laws or Canadian Securities
      Laws, the Company agrees (subject to Section 4(b) and Section 4(c)) to
      promptly prepare, file with the SEC and the Canadian Commissions and
      furnish at its own expense to the Underwriters and to dealers, amendments
      or supplements to the Prospectuses so that the statements in the
      Prospectuses as so amended or supplemented will not include a
      misrepresentation or an untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements therein,
      in the light of the circumstances when the U.S. Prospectus or the Canadian
      Prospectus is delivered to a purchaser, not be misleading or so that the
      Prospectuses, as amended or supplemented, will comply with the U.S.
      Securities Laws and the Canadian Securities Laws, as applicable. Neither
      the Co-Lead Underwriters&#146; consent to, nor delivery of, any such amendment
      or supplement shall constitute a waiver of any of the Company&#146;s
      obligations under Section 4(b) or Section 4(c).</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify><B><I>Lock-Up Agreements</I></B>. The Company shall use
      its commercially reasonable efforts to cause each of the Company&#146;s
      directors and officers and each of the other persons listed on Exhibit &#147;A&#148;
      to execute and deliver to the Co-Lead Underwriters a lock-up agreement in
      the form of Exhibit &#147;B&#148; hereto on or before the First Closing
  Date.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify><B><I>Stock Exchange Listing. </I></B>The Company shall
      use its commercially reasonable best efforts to ensure that the Unit
      Shares, Warrant Shares, Additional Unit Shares, Additional Warrant Shares,
      Warrants and Additional Warrants are conditionally approved for listing
      and for trading on the TSX and the Unit Shares, Warrant Shares, Additional Unit Shares and Additional
Warrant Shares approved for listing on NYSE subject in the case of the TSX to
satisfaction by the Company of the conditions imposed by the TSX. Subject to
satisfying the NYSE standard listing requirements, the Company shall use its
commercially reasonable efforts to have the Warrants and the Additional Warrants
approved for listing on the NYSE within 90 days from the date hereof.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 37 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify><B><I>Blue Sky Compliance</I></B>. The Company shall
      cooperate with the Co-Lead Underwriters and counsel for the Underwriters
      to qualify or register the Units for sale under (or obtain exemptions from
      the application of) U.S. Securities Laws, Canadian Securities Laws, or
      other foreign laws of jurisdictions designated by the Co-Lead
      Underwriters, shall comply with such laws and shall continue such
      qualifications, registrations and exemptions in effect so long as required
      for the distribution of the Units. The Company shall not be required to
      qualify as a foreign corporation or to take any action that would subject
      it to general service of process in any jurisdiction in which it is not
      presently qualified or where it would be subject to taxation as a foreign
      corporation (except service of process with respect to the offering and
      sale of the Units). The Company will advise the Co-Lead Underwriters
      promptly of the suspension of the qualification or registration of (or any
      exemption relating to) the Units for offering, sale or trading in any
      jurisdiction or any initiation or threat of any proceeding for any such
      purpose, and in the event of the issuance of any order suspending such
      qualification, registration or exemption, the Company shall use its best
      efforts to obtain the withdrawal thereof at the earliest possible
      moment.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify><B><I>Use of Proceeds</I></B>. The Company shall apply
      the net proceeds from the sale of the Units and the Additional Units sold
      by it in the manner described under the caption &#147;<I>Use of Proceeds</I>&#148;
      in the Time of Sale Prospectus.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify><B><I>Transfer/Warrant Agent. </I></B>The Company shall
      maintain, at its expense, a registrar and transfer agent for the Unit
      Shares and the Additional Unit Shares and engage and maintain, at its
      expense, a warrant agent for the Warrants and Additional
  Warrants.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(m) </TD>
    <TD>
      <P align=justify><B><I>Earnings Statement. </I></B>As soon as practicable,
      but in any event no later than 18 months after the date of this Agreement,
      the Company will make generally available to its security holders and to
      the Co-Lead Underwriters an earnings statement (which need not be audited)
      covering a period of at least 12 months beginning with the first fiscal
      quarter of the Company commencing after the date of this Agreement which
      shall satisfy the provisions of Section 11(a) of the Securities Act and
      the rules and regulations of the SEC thereunder.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(n) </TD>
    <TD>
      <P align=justify><B><I>Periodic Reporting Obligations</I></B>. During the
      period when the U.S. Prospectus is required to be delivered under the
      Securities Act, the Company shall file, on a timely basis, with the SEC and NYSE all reports and
documents required to be filed under the Exchange Act.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=center>- 38 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(o) </TD>
    <TD>
      <P align=justify><B><I>Agreement Not to Issue, Offer or Sell Additional
      Shares</I></B>. During the period commencing on and including the date
      hereof and ending on and including the 90<SUP>th </SUP>day following the
      First Closing Date (as the same may be extended as described below, the
      &#147;<B>Lock-up Period</B>&#148;), the Company will not, without the prior written
      consent of the Co-Lead Underwriters (which consent will not be
      unreasonably withheld), (i) issue, offer, sell (including, without
      limitation, any short sale), contract or agree to sell, hypothecate,
      pledge, grant any option to purchase or otherwise dispose of or agree to
      dispose of or transfer, directly or indirectly, or establish or increase a
      &#147;<I>put equivalent position</I>&#148; or liquidate or decrease a &#147;<I>call
      equivalent position</I>&#148; within the meaning of Section 16 of the Exchange
      Act and the rules and regulations of the SEC promulgated thereunder, with
      respect to, any Common Shares, or any securities convertible into or
      exchangeable or exercisable for, or warrants or other rights to purchase,
      the foregoing, (ii) other than a registration Form on S-8 subject to the
      restrictions set forth below, file or cause to become effective a
      registration statement under the Securities Act, or to file a prospectus
      under the Canadian Securities Laws, relating to the offer and sale of any
      Common Shares or securities convertible into or exercisable or
      exchangeable for Common Shares or other rights to purchase Common Shares
      or any other securities of the Company that are substantially similar to
      Common Shares, or any securities convertible into or exchangeable or
      exercisable for, or any warrants or other rights to purchase, the
      foregoing, (iii) enter into any swap or other arrangement that transfers
      to another, in whole or in part, any of the economic consequences of
      ownership of Common Shares or any other securities of the Company that are
      substantially similar to Common Shares, or any securities convertible into
      or exchangeable or exercisable for, or any warrants or other rights to
      purchase, the foregoing, whether any such transaction is to be settled by
      delivery of Common Shares or such other securities, in cash or otherwise
      or (iv) publicly announce an intention to effect any transaction specified
      in clause (i), (ii) or (iii), except, in each case, for (A) the
      registration of the offer and sale of the Units under the Securities Act,
      the filing of each Applicable Prospectus under the Canadian Securities
      Laws relating to the sale of the Units and the sales of the Units to the
      Underwriters pursuant to this Agreement, (B) issuances of Common Shares
      upon the exercise of options or restricted stock units issued under the
      Company&#146;s equity compensation plans, (C) the issuance of stock options or
      restricted stock units and the issuance of Common Shares pursuant to the
      Company&#146;s equity compensation plans, (D) the issuance of Common Shares
      pursuant to the exercise of warrants outstanding as of the date hereof, or
      (E) the issuance of Common Shares in connection with arm&#146;s length
      acquisitions, mergers, consolidations or amalgamations with any company or
      companies (including, but not limited to, in connection with the
      acquisitions contemplated in the
Prospectuses).</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_39></A>
<P align=center>- 39 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(p) </TD>
    <TD>
      <P align=justify><B><I>Investment Limitation</I></B>. The Company shall
      not invest or otherwise use the proceeds received by the Company from its
      sale of the Units and Additional Units in such a manner as would require
      the Company or any of its Material Subsidiaries to register as an
      investment company under the Investment Company Act.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(q) </TD>
    <TD>
      <P align=justify><B><I>No Stabilization or Manipulation</I></B><B>;
      </B><B><I>Compliance with Regulation M</I></B>. The Company will not take,
      directly or indirectly, any action designed to or that might be reasonably
      expected to cause or result in stabilization or manipulation of the price
      of the Common Shares or any other reference security, whether to
      facilitate the sale or resale of the Units or otherwise, and the Company
      will, and shall cause each of its affiliates to, comply with all
      applicable provisions of Regulation M. If the limitations of Rule 102 of
      Regulation M (&#147;<B>Rule 102</B>&#148;) do not apply with respect to the Units or
      any other reference security pursuant to any exception set forth in
      Section (d) of Rule 102, then promptly upon notice from the Co-Lead
      Underwriters (or, if later, at the time stated in the notice), the Company
      will, and shall cause each of its affiliates to, comply with Rule 102 as
      though such exception were not available but the other provisions of Rule
      102 (as interpreted by the SEC) did apply.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(r) </TD>
    <TD>
      <P align=justify><B><I>Press Releases/Announcements</I></B>. Prior to the
      First Closing Date or the Option Closing Date, as the case may be, the
      Company shall not, without the Co- Lead Underwriters&#146; prior written
      consent, which shall not be unreasonably delayed, conditioned or withheld,
      issue any press releases or other communications directly or indirectly
      and shall not hold any press conferences with respect to the Company or
      any Material Subsidiaries, the financial condition, results of operations,
      business, properties, assets, or liabilities of the Company or any
      Material Subsidiaries, or with respect to the offering of the Units.
      Notwithstanding the foregoing, nothing contained in this subsection shall
      prevent the Company from issuing a press release forthwith in the event
      that the Company&#146;s counsel advises that it is necessary in order to comply
      with Applicable Law or the rules or requirements of the TSX or NYSE, or
      from issuing a press release or holding an analyst call in the normal
      course in connection with the release of financial
  results.</P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Co-Lead Underwriters, on
behalf of the Underwriters, may, in its sole discretion, waive in writing the
performance by the Company of any one or more of the foregoing covenants or
extend the time for their performance. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 5</B> </TD>
    <TD align=left width="90%"><B>Payment of Expenses.</B>
</TD></TR></TABLE>
<P align=justify style="text-indent:5%">Whether or not the purchase and
sale of the Units pursuant to this Agreement is completed, the Company will pay
all costs, expenses, fees and taxes incurred in connection with the purchase,
sale and delivery of the Units and the performance of its obligations hereunder
and in connection with the transactions contemplated hereby, including without
limitation, the following: </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_40></A>
<P align=center>- 40 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>the preparation and filing of the Registration Statement
      (including the Financial Statements, exhibits, schedules, consents and
      certificates of experts), the Time of Sale Prospectus, the Prospectuses,
      each free writing prospectus prepared by or on behalf of, used by, or
      referred to by the Company and any amendments or supplements thereto,
      including the printing and furnishing of copies of each thereof to the
      Underwriters and to dealers (including costs of mailing and
    shipment);</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>the registration, issue, sale and delivery of the Units,
      including any stock or transfer taxes and stamp or similar duties payable
      upon the sale, issuance or delivery of the Units to the
    Underwriters;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>the producing, word processing and/or printing of this
      Agreement, any agreement among Underwriters, any dealer agreements, any
      powers of attorney and any closing documents (including compilations
      thereof) and the reproduction and/or printing and furnishing of copies of
      each thereof to the Underwriters and to dealers (including costs of
      mailing and shipment);</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>all filing fees, attorneys&#146; fees and expenses incurred by
      the Company in connection with qualifying or registering (or obtaining
      exemptions from the qualification or registration of) all or any part of
      the Units for offer and sale under the U.S. Securities Laws or Canadian
      Securities Laws or any other foreign laws, and, if reasonably requested by
      the Co-Lead Underwriters, preparing, printing and furnishing copies of any
      blue sky surveys or legal investment surveys to the Underwriters and to
      dealers, or other memorandum and any supplements thereto, advising the
      Underwriters of such qualifications, registrations and
  exemptions;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>all fees and expenses of the Company&#146;s counsel,
      independent public or certified public accountants and other advisors of
      the Company;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify>the reasonable legal fees and filing fees and other
      disbursements of Canadian and U.S. counsel for the Underwriters;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify>the fees and expenses associated with the listing of the
      Unit Shares, Warrant Shares, Additional Unit Shares, Additional Warrant
      Shares, the Warrants and the Additional Warrants;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify>any filing for review of the public offering of the Units
      by FINRA;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the fees and disbursements of any transfer agent or
      registrar for the Units;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify>the reasonable costs and expenses of the Underwriters
      relating to presentations or meetings undertaken in connection with the
      marketing of the offering and sale of the Units to prospective investors
      and the Underwriters&#146; sales forces (including reasonable travel and
      related expenses);</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_41></A>
<P align=center>- 41 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify>the costs and expenses of qualifying the Unit Shares, the
      Warrant Shares, the Additional Unit Shares and the Additional Warrant
      Shares for inclusion in the book-entry settlement systems of DTC and CDS;
      and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify>the performance of the Company&#146;s other obligations
      hereunder,</P></TD></TR></TABLE>
<P align=justify>including Canadian federal goods and services tax and
provincial sales tax eligible in respect of any of the foregoing. All such
expenses incurred by or on behalf of the Underwriters shall be payable by the
Company within 30 days of the receipt of an invoice in respect thereof.
Notwithstanding the foregoing, the fees and expenses payable by the Company to
the Underwriters pursuant to subparagraph (f) above shall not exceed US$100,000.
Except as provided in this Section 5, the Underwriters shall pay their own
expenses, including the fees and disbursements of their counsel, transfer taxes
on resale of any Units by them, and any advertising expenses in connection with
any offers of Units that they may make following the First Closing Date.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 6</B> </TD>
    <TD align=left width="90%"><B>Conditions to the Obligations of the
      Underwriters.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The obligations of the
Underwriters to purchase and pay for the Firm Units as provided herein on the
First Closing Date, and with respect to any Additional Units, each Option
Closing Date shall be subject to the accuracy of the representations and
warranties on the part of the Company set forth in Section 3 as of the date
hereof and as of the First Closing Date as though then made and, with respect to
the Additional Units, as of each Option Closing Date as though then made, to the
timely performance by the Company of its covenants and other obligations of the
Company hereunder, and to each of the following additional conditions precedent:
</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Opinion and 10b-5 Statement of United States
      Counsel for the Company</I></B>. On the First Closing Date and each Option
      Closing Date, the Underwriters and CF US shall have received an opinion
      and Rule 10b-5 negative assurance statement of Dorsey &amp; Whitney LLP,
      and with regard to any United States subsidiary opinions from such counsel
      as the Company may designate, addressed to the Underwriters and CF US, and
      dated the First Closing Date and each Option Closing Date, as the case may
      be, in the form and substance as may be reasonably satisfactory to counsel
      for the Underwriters.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Canadian Securities Law Opinion</I></B>. The
      Underwriters and CF US receiving a favourable legal opinion of Borden,
      Ladner &amp; Gervais LLP, Canadian counsel to the Company, addressed to
      the Underwriters, CF US and counsel to the Underwriters, dated as of the
      First Closing Date and each Option Closing Date, as the case may be, as to
      the qualification of the Units for sale to the public and as to other
      matters governed by the laws of the Qualifying Jurisdictions, provided
      that Borden, Ladner &amp; Gervais LLP shall be entitled to rely
      exclusively upon the opinions of local counsel as to matters governed by
      the laws of any Qualifying Jurisdictions in which it is not qualified to
      practice, in each case in a form acceptable in all reasonable respects to
      counsel to the Underwriters.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_42></A>
<P align=center>- 42 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Accountants&#146; Comfort Letters</I></B>. The Co-Lead
      Underwriters and CF US shall have received from KPMG LLP, independent
      public or certified public accountants for the Company, (i) letters dated,
      respectively, the date of the Prospectus Supplements, and addressed to the
      Underwriters and CF US and the board of directors of the Company, in form
      and substance reasonably satisfactory to the Co-Lead Underwriters,
      containing statements and information of the type ordinarily included in
      accountant&#146;s &#147;<I>comfort letters</I>&#148; to underwriters which letters shall
      cover with respect to the Financial Statements, including without
      limitation, certain financial and accounting disclosures contained or
      incorporated by reference in the Time of Sale Prospectus and the
      Prospectuses, and (ii) confirming that they are independent public,
      certified public or chartered accountants as required by the Securities
      Act.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Bring-down Comfort Letters</I></B>. On the First
      Closing Date and each Option Closing Date, the Co-Lead Underwriters and CF
      US shall have received from KPMG LLP, independent public or certified
      public accountants for the Company, a letter dated such date, and
      addressed to the Underwriters and the board of directors of the Company,
      in form and substance reasonably satisfactory to the Co-Lead Underwriters,
      to the effect that they reaffirm the statements made in the letters
      furnished by them pursuant to Section 6(c), except that the specified date
      referred to therein for the carrying out of procedures shall be no more
      than two (2) business days prior to the First Closing Date and each Option
      Closing Date, as the case may be.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify><B><I>Company Compliance with Prospectus and Registration
      Requirements; No Stop Order</I></B><B>. </B>For the period from and after
      effectiveness of this Agreement and prior to the First Closing Date and,
      with respect to the Additional Units, each Option Closing
  Date:</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the U.S. Prospectus shall have been filed with the SEC in
      the manner and within the time period required by the Securities Act, and
      the Canadian Prospectus shall have been filed with the Canadian
      Commissions in each of the Qualifying Jurisdictions and in accordance with
      the Canadian Securities Laws, and a receipt obtained therefor;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>no stop order suspending the effectiveness of the
      Registration Statement, or any post-effective amendment to the
      Registration Statement, shall be in effect and no proceedings for such
      purpose shall have been instituted or threatened by the SEC;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>no order preventing or suspending the use of the Canadian
      Prospectus shall have been issued and no proceeding for that purpose shall
      have been initiated or threatened by any Canadian Commission or other
      securities regulatory authority in Canada;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_43></A>
<P align=center>- 43 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(iv) </TD>
    <TD>
      <P align=justify>no order, ruling, determination having the effect of
      suspending the issuance, sale, exercise or conversion or ceasing the
      trading of the Common Shares or securities convertible into Common Shares,
      or any other securities of the Company shall have been issued by any
      Governmental Authority in Canada or the United States and no proceedings
      for that purpose shall have been instituted or shall be pending or, to the
      knowledge of the Company, shall be contemplated or threatened by any such
      court, securities regulatory authority or stock exchange;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(v) </TD>
    <TD>
      <P align=justify>the Canadian Prospectus Supplement shall have been filed
      with the Canadian Commissions in each of the Qualifying Jurisdictions in
      accordance with the Shelf Procedures and a U.S. Prospectus Supplement
      shall have been filed with the SEC;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(vi) </TD>
    <TD>
      <P align=justify>the Registration Statement and all amendments thereto
      shall not contain an 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 not misleading; and (a) neither the Prospectuses nor
      any amendment or supplement thereto, shall include a misrepresentation or
      an untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading, (b) no Time of
      Sale Prospectus, and no amendment or supplement thereto, shall include an
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading and (c) none of
      the free writing prospectuses, if any, shall include an untrue statement
      of a material fact or, omit to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they are made, not misleading; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(vii) </TD>
    <TD>
      <P align=justify>all requests for additional information on the part of
      the SEC or any Canadian Commission shall have been complied
  with.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(f) </TD>
    <TD>
      <P align=justify><B><I>No Material Adverse Effect</I></B>. For the period
      from the date of this Agreement and to and including the First Closing
      Date and, with respect to the Additional Units, each Option Closing Date,
      in the judgment of the Co-Lead Underwriters, there shall not have occurred
      any Material Adverse Effect.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(g) </TD>
    <TD>
      <P align=justify><B><I>Officers&#146; Certificate</I></B>. On the First Closing
      Date and each Option Closing Date, the Underwriters and CF US shall have
      received a written certificate, addressed to the Underwriters and CF US,
      executed by the President and Chief Executive Officer of the Company and
      the Chief Financial Officer of the Company, in each case, in such capacity
      and not in his personal capacity, dated as of the First Closing Date and
      each Option Closing Date, as applicable, to the effect that the conditions set forth in
Section 6(e) have been met, and further to the effect that: </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_44></A>
<P align=center>- 44 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the representations, warranties and covenants of the
      Company set forth in Section 3 of this Agreement are true and correct in
      all material respects with the same force and effect as though expressly
      made on and as of such First Closing Date and each Option Closing Date, as
      applicable, except that any representations and warranties qualified by
      materiality or &#147;Material Adverse Effect&#148; shall be true and correct in all
      respects;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>as at the First Closing Date and each Option Closing
      Date, as applicable, no order, ruling or determination having the effect
      of ceasing or suspending trading in the Common Shares or any securities
      convertible into Common Shares has been issued and no proceedings for such
      purpose are pending or, to the best of the knowledge, information and
      belief of the person signing such certificate, are contemplated or
      threatened; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>the Company has complied with all the agreements
      hereunder and satisfied all the conditions on its part to be performed or
      satisfied hereunder at or prior to such First Closing Date and each Option
      Closing Date, as applicable.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(h) </TD>
    <TD>
      <P align=justify><B><I>Certificates of the Company</I></B>. The
      Underwriters having received certificates dated the First Closing Date and
      each Option Closing Date, as applicable, addressed to the Underwriters and
      CF US, signed by the General Counsel and Corporate Secretary of the
      Company, in such capacity and not personally, in form and content
      satisfactory to the Underwriters, acting reasonably, with respect
    to:</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>the constating documents and by-laws of the
    Company;</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>the resolutions of the directors of the Company relevant
      to the distribution of the Units in each of the Qualifying Jurisdictions
      and in the United States, allotment, issue (or reservation for issue) and
      sale of the Units, the authorization of this Agreement, and the other
      agreements and transactions contemplated by this Agreement; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(iii) </TD>
    <TD>
      <P align=justify>the incumbency and signatures of signing officers of the
      Company.</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify><B><I>Good Standing</I></B>. The Co-Lead Underwriters
      shall have received on and as of the day prior to the First Closing Date
      and each Option Closing Date, as applicable, satisfactory evidence of the
      good standing of the Company and its Material Subsidiaries in their
      respective jurisdictions of organization, in each case in writing or any
      standard form of telecommunication from the appropriate Governmental
      Authorities of such jurisdictions.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_45></A>
<P align=center>- 45 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(j) </TD>
    <TD>
      <P align=justify><B>[Intentionally Omitted.]</B></P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(k) </TD>
    <TD>
      <P align=justify><B><I>Listing</I></B><I>. </I>The Unit Shares, Warrant
      Shares, Additional Unit Shares and Additional Warrant Shares shall have
      been approved for listing on the NYSE, subject only to notice of issuance
      at or prior to the First Closing Date. The Unit Shares, Warrant Shares,
      Additional Unit Shares, Additional Warrant Shares, Warrants and Additional
      Warrants shall have been approved for listing on the TSX, subject to the
      fulfillment of the usual post-closing requirements.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(l) </TD>
    <TD>
      <P align=justify><B><I>Warrant Indenture. </I></B>The Warrant Indenture
      shall have been executed and delivered by the Company and CST Trust
      Company and American Stock Transfer &amp; Trust Company, LLC in form and
      substance satisfactory to the Co-Lead Underwriters and their counsel,
      acting reasonably.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(m) </TD>
    <TD>
      <P align=justify><B><I>Lock-Up Agreements from Directors and Officers of
      the Company</I></B><B>. </B>On or prior to the First Closing Date, the
      Company shall have furnished to the Co- Lead Underwriters an agreement in
      the form of Exhibit &#147;B&#148; hereto from each of the persons listed on Exhibit
      &#147;A&#148; hereto, and such agreement shall be in full force and effect on the
      First Closing Date and each Option Closing Date.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(n) </TD>
    <TD>
      <P align=justify><B><I>Certificate of Transfer Agent</I></B>. The Company
      having delivered to the Underwriters on the First Closing Date and on the
      Option Closing Date, as the case may be, a certificate of CST Trust
      Company, Inc. as registrar and transfer agent of the Common Shares, which
      certifies the number of Common Shares issued and outstanding on the date
      prior to the First Closing Date and each Option Closing Date, as
      applicable.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(o) </TD>
    <TD>
      <P align=justify><B><I>No Termination</I></B>. The Underwriters shall not
      have previously terminated their obligations pursuant to Section 8 of this
      Agreement.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(p) </TD>
    <TD>
      <P align=justify><B><I>Additional Documents</I></B>. On or before the
      First Closing Date and each Option Closing Date, as applicable, the
      Co-Lead Underwriters and counsel for the Underwriters shall have received
      such information and other customary Closing documents as they may
      reasonably request for the purposes of enabling them to pass upon the
      issuance and sale of the Units as contemplated herein, or in order to
      evidence the accuracy of any of the representations and warranties, or the
      satisfaction of any of the conditions or agreements, herein contained; and
      all proceedings taken by the Company in connection with the issuance and
      sale of the Units as contemplated herein and in connection with the other
      transactions contemplated by this Agreement shall be reasonably
      satisfactory in form and substance to the Co- Lead Underwriters and
      counsel for the Underwriters.</P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">If any condition specified in
this Section 6 is not satisfied when and as required to be satisfied, this
Agreement may be terminated by the Co-Lead Underwriters by notice to the Company
at any time on or prior to the First Closing Date, which termination shall be
without liability on the part of any party to any other party,
except that Section 5, Section 6 and Section 10 shall at all times be effective
and shall survive such termination. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_46></A>
<P align=center>- 46 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 7</B> </TD>
    <TD align=left width="90%"><B>Covenants of the Underwriters.</B>
  </TD></TR></TABLE>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; Each Underwriter, severally and not
jointly, covenants with the Company, after the First Closing Date, the
Underwriters will (a) use their reasonable best efforts to complete the
distribution of the Units as promptly as possible and (b) give prompt written
notice to the Company or its counsel when, in the opinion of the Underwriters,
they have completed distribution of the Units, and, as soon as practicable but
in any event not later than 30 days after completion of the distribution, will
provide the Company or its counsel in writing, with a breakdown of the number of
Units distributed in each of the Qualifying Jurisdictions and in the United
States where that breakdown is required by a Canadian Commission or the SEC, as
the case may be, for the purpose of calculating fees payable to, or making
filings with, that Canadian Commission or the SEC, as the case may be.</P>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp; No Underwriter shall be liable to
the Company under this Section 7 with respect to a default by any of the other
Underwriters. </P>
<P align=justify>(3)&nbsp;&nbsp;&nbsp; &nbsp;Each Underwriter, severally and not
jointly, covenants with the Company not to take any action that would result in
the Company being required to file with the SEC pursuant to Rule 433-(d) under
the Securities Act a free writing prospectus prepared by or on behalf such
Underwriter that otherwise would not be required to be filed by the Company
thereunder but for the action of the Underwriter. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><B>Section 8</B> </TD>
    <TD align=left width="90%"><B>Termination of this Agreement.</B>
  </TD></TR></TABLE>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; In addition to any other remedies
which may be available to the Underwriters, each Underwriter shall be entitled,
at such Underwriter&#146;s sole option, to terminate and cancel, without any
liability on such Underwriter&#146;s part, its obligations under this Agreement if,
at any time prior to the First Closing Date or, in the case of the Additional
Units prior to the Option Closing Date:</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify><B><I>Litigation. </I></B>Any enquiry, action, suit,
      investigation or other proceeding, whether formal or informal, is
      commenced, announced or threatened or any order is made by any
      Governmental Authority in Canada, the United States or elsewhere,
      including, without limitation, the TSX or the NYSE, in relation to the
      Company or the Material Subsidiaries or the Company&#146;s directors and
      officers in their capacity as such with the Company which, in the sole
      opinion of the Co-Lead Underwriters, acting reasonably, operates to
      prevent or restrict materially the distribution or trading of the Units or
      any other securities of the Company in any of the Qualifying Jurisdictions
      or the United States.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify><B><I>Financial-Out. </I></B>Any change in the U.S.,
      Canadian or international financial, political or economic conditions or
      the effect of which is such as to make it, in the judgment of the Co-Lead
      Underwriters, impractical to market or to enforce contracts for the sale
      of the Units, including without limitation, (i) if trading or quotation in
      any of the Company&#146;s securities shall have
been suspended or limited by the SEC, or by the NYSE or by any
Canadian Commission or by the TSX, or (ii) trading in securities generally on
any of the NYSE or the TSX shall have been suspended or limited, or minimum or
maximum prices shall have been generally established on any of such stock
exchanges by the SEC or FINRA, or (iii) the declaration of any banking
moratorium by any Canadian, U.S. federal or New York authorities, or (iv) any
major disruption of settlements of securities or payment or clearance services
in the United States or Canada where the securities of the Company are listed.</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_47></A>
<P align=center>- 47 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify><B><I>Disaster Out</I></B>. There should develop, occur
      or come into effect or existence any attack on, outbreak or escalation of
      hostilities or act of terrorism involving Canada or the United States, any
      declaration of war by the United States Congress, any other national or
      international calamity or emergency, or any governmental action, change of
      Applicable Law (or in the judicial interpretation thereof), if, in the
      judgment of the Co-Lead Underwriters, the effect of any such attack,
      outbreak, escalation, act, declaration, calamity, emergency or
      governmental action, or change is material and adverse such as to make it
      impractical or inadvisable to proceed with the offering of the Units or to
      enforce contracts for the sale of the Units on the First Closing Date or
      the relevant Option Closing Date, as the case may be, on the terms and in
      the manner contemplated by this Agreement, the Time of Sale Prospectus and
      each of the Applicable Prospectuses or might be expected to have a
      significant adverse effect on the state of financial markets in Canada or
      the United States or the business, operations, management or capital of
      the Company or the market price or value of the Common Shares.</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><B><I>Material Adverse Effect. </I></B>There should occur
      or be announced by the Company and its Material Subsidiaries taken as a
      whole, any Material Adverse Effect or a change in any material fact, or
      there should be discovered any previously undisclosed material fact (other
      than a material fact related solely to the Underwriters or any of their
      affiliates) required to be disclosed in any Applicable Prospectus, which
      results, or in the sole judgment of the Co-Lead Underwriters, is
      reasonably expected to result, in purchasers of a material number of Units
      exercising their right under applicable legislation to withdraw from their
      purchase of the Units or, in the sole judgment of the Co- Lead
      Underwriters, has or may be expected to have a significant adverse effect
      on the market price or value of the Units and makes it impractical or
      inadvisable to market the Units.</P></TD></TR></TABLE>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp; The Company agrees that all
representations, warranties, terms and conditions of this Agreement (including
the conditions in Section 6) shall be construed as conditions and complied with
so far as they relate to acts to be performed or caused to be performed by it,
that it will use its commercially reasonable best efforts to cause such
representations, warranties, terms and conditions not to be breached and to be
complied with, and that any material breach (or in the case of any
representation, warranty, term or condition qualified by materiality, any
breach) or failure by it to comply with any such conditions shall entitle any Underwriter to terminate its obligations under this
Agreement by notice to that effect given to the Company and the Co-Lead
Underwriters at or prior to the First Closing Date or the Option Closing Date,
as the case may be, unless otherwise expressly provided in this Agreement.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_48></A>
<P align=center>- 48 - </P>

<P align=justify>(3)&nbsp;&nbsp;&nbsp;&nbsp; The rights of termination contained
in this Section 8 may be exercised by the Underwriters (or any of them) and are
in addition to any other rights or remedies that the Underwriters may have in
respect of any default, act or failure to act or non-compliance by the Company
in respect of any of the matters contemplated by this Agreement or otherwise. In
the event of any such termination, there shall be no further liability or
obligation on the part of an Underwriter to the Company, or on the part of the
Company to such Underwriter except in respect of any liability or obligation
under any of Section 5 and Section 10 hereof which shall at all times remain in
full force and effect and shall survive such termination. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left><B>Section 9</B> </TD>
    <TD align=left width="90%"><B>Obligation to Purchase.</B>
</TD></TR></TABLE>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; Subject to the terms of this
Agreement, the obligation of the Underwriters to purchase the Firm Units or the
Additional Units, if applicable, at the First Closing Date or the Option Closing
Date, as the case may be, shall be several and not joint and several and shall
be limited to the number and equivalent percentage of the Firm Units or the
Additional Units, if applicable, set out opposite the name of the Underwriters
respectively below (subject to such adjustment as the Co-Lead Underwriters may
determine to eliminate fractional shares):</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD vAlign=bottom noWrap align=left>&nbsp; </TD>
    <TD vAlign=bottom noWrap align=center width="15%"><B>Number</B> </TD>
    <TD vAlign=bottom noWrap align=center width="15%"><B>Percentage</B> </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom noWrap align=left>&nbsp; </TD>
    <TD vAlign=bottom noWrap align=center width="15%"><B>of Firm</B> </TD>
    <TD vAlign=bottom noWrap align=left width="15%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom noWrap align=left>&nbsp; </TD>
    <TD vAlign=bottom noWrap align=center width="15%"><B>Units</B> </TD>
    <TD vAlign=bottom noWrap align=left width="15%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom align=left>Cantor Fitzgerald Canada Corporation </TD>
    <TD vAlign=bottom align=center width="15%">3,008,750</TD>
    <TD vAlign=bottom align=center width="15%">41.5% </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom align=left>Rodman &amp; Renshaw a unit of H.C.
      Wainwright &amp; Co., LLC </TD>
    <TD vAlign=bottom align=center width="15%">3,008,750</TD>
    <TD vAlign=bottom align=center width="15%">41.5% </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom align=left>Raymond James Ltd. </TD>
    <TD vAlign=bottom align=center width="15%">435,000</TD>
    <TD vAlign=bottom align=center width="15%">6% </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom align=left>Haywood Securities Inc. </TD>
    <TD vAlign=bottom align=center width="15%">435,000</TD>
    <TD vAlign=bottom align=center width="15%">6% </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom align=left>Dundee Securities Ltd. </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=center
    width="15%">362,500</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" vAlign=bottom align=center
    width="15%">5% </TD></TR>
  <TR vAlign=top>
    <TD vAlign=bottom align=left>&nbsp; </TD>
    <TD vAlign=bottom align=center width="15%"><b>7,250,000</b></TD>
    <TD vAlign=bottom align=center width="15%"><B>100.0%</B>
</TD></TR></TABLE>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp; If, on the First Closing Date or
the applicable Option Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase the Units that it or they have agreed to purchase
hereunder on such date, and the aggregate number of Units which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase does not
exceed 10% of the aggregate number of the Units to be purchased on such date,
the Co-Lead Underwriters may make arrangements satisfactory to the Company for
the purchase of such Units by other persons, including any of the Underwriters, but
if no such arrangements are made by the First Closing Date or the applicable
Option Closing Date, the other Underwriters shall be obligated, severally and
not jointly, in the proportions that the number of Units set forth opposite
their respective names in this Section 9 bears to the aggregate number of Units
set forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as may be specified by the Co-Lead Underwriters with the
consent of the non-defaulting Underwriters, to purchase the Units which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date. If, on the First Closing Date or the applicable Option Closing
Date, any one or more of the Underwriters shall fail or refuse to purchase the
Units and the aggregate number of Units with respect to which such default
occurs exceeds 10% of the aggregate number of Units to be purchased on such
date, and arrangements satisfactory to the Co-Lead Underwriters and the Company
for the purchase of such Units are not made within 48 hours after such default,
this Agreement shall terminate without liability of any party to any other party
(other than the defaulting underwriter, who shall remain liable to the Company)
except that the provisions of Section 5 and Section 10 shall at all times be
effective and shall survive such termination. In any such case either the
Co-Lead Underwriters or the Company shall have the right to postpone the First
Closing Date or the applicable Option Closing Date, but in no event past 9:00
a.m. (Toronto time) on September 25, 2016 in order that the required changes, if
any, to the Registration Statement and the Prospectuses or any other documents
or arrangements may be effected. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_49></A>
<P align=center>- 49 - </P>

<P align=justify>(3)&nbsp;&nbsp;&nbsp;&nbsp; As used in this Agreement, the term
&#147;<B>Underwriter</B>&#148; shall be deemed to include any person substituted for a
defaulting Underwriter under this Section 9. Any action taken under this Section
9 shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 10</B> </TD>
<TD width="90%" align=left nowrap><B>Indemnification.</B> </TD></TR></TABLE>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; The Company (referred to in this
Section 10 as the <B>&#147;Company Indemnifying Party&#148;</B>) agrees to indemnify and
save harmless each of the Underwriters, CF US and their respective affiliates
and each of their respective directors, officers, employees, shareholders and
agents, and each person, if any, who controls the Underwriters within the
meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each
referred to in this Section 10 as an <B>&#147;Underwriter Indemnified Party&#148;</B>)
from and against all liabilities, claims, losses (other than loss of profits in
connection with the distribution of the Units), actions, suits, proceedings,
charges, reasonable costs, damages and reasonable expenses which an Underwriter
Indemnified Party may suffer or incur or be subject to, including all amounts
paid to settle actions or satisfy judgments or awards and all reasonable legal
fees and expenses that may be incurred in advising with respect to investigating
or defending any Claim, in any way caused by, or arising directly or indirectly
from, or in consequence of: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>any information or statement contained in the
      Registration Statement, the Prospectuses, any issuer free writing
      prospectus or any Supplementary Material related thereto, or in any
      certificate or other document of the Company or of any officer of the
      Company or any of its Material Subsidiaries delivered hereunder or
      pursuant hereto which contains or is alleged to contain a
      misrepresentation;</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_50></A>
<P align=center>- 50 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>any omission or alleged omission to state in the
      Registration Statement, the Prospectuses, any issuer free writing
      prospectus, any marketing materials or any Supplementary Material related
      thereto, or any certificate or other document of the Company or any
      officer of the Company or any of the Material Subsidiaries delivered
      hereunder or pursuant hereto any fact, whether material or not required to
      be stated therein or necessary to make any statement therein not
      misleading in light of the circumstances under which it was
made;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>any order made or any inquiry, investigation or
      proceedings commenced or threatened by any securities commission, stock
      exchange or other Governmental Authority based upon any actual or alleged
      untrue statement, omission or misrepresentation in the Prospectuses, the
      Registration Statement, any issuer free writing prospectus, any marketing
      materials or any Supplementary Material or based upon any actual or
      alleged failure to comply with Canadian Securities Laws or U.S. Securities
      Laws, preventing or restricting the trading in of the Firm Shares, Warrant
      Shares, Additional Unit Shares or Additional Warrant Shares or the
      distribution of the Units or any other securities of the
Company;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>the non-compliance or alleged non-compliance by the
      Company with any requirement of Canadian Securities Laws or U.S.
      Securities laws in any of the Qualifying Jurisdictions or in the United
      States or any state therein in connection with the transactions herein
      contemplated including the Company&#146;s non-compliance or alleged
      non-compliance with any statutory requirement to make any document
      available for inspection; or</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>any breach of any representation or warranty of the
      Company contained herein or in any certificate or other document of the
      Company or of any officers of the Company or any of the Material
      Subsidiaries delivered hereunder or pursuant hereto or the failure of the
      Company to comply with any of its obligations
hereunder,</P></TD></TR></TABLE>
<P style="MARGIN-LEFT: 5%" align=justify><I>provided, however,</I> that the
foregoing indemnity shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made solely in reliance upon and in conformity with
written information relating to the Underwriters furnished to the Company by the
Underwriters expressly for use in the Prospectus Supplements or Time of Sale
Prospectus, or any such amendment or supplement thereto, or any issuer free
writing prospectus.</P>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp; Each Underwriter, severally and not
jointly (each referred to in this Section 10 as the <B>&#147;Underwriter Indemnifying
Party&#148;</B>), agrees to indemnify and hold harmless the Company and its directors
and each officer and director of the Company who signed the Registration
Statement or the U.S. Prospectus, and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act (each such person referred to in this Section 10 as the
<B>&#147;Company Indemnified Party&#148;</B>) against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 10(1), as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Prospectus Supplements or Time of Sale Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with information relating
to the Underwriters and furnished to the Company in writing by the Underwriters
expressly for use therein. The Company hereby acknowledges that the only
information that the Underwriters have furnished to the Company expressly for
use in the Prospectus Supplements or Time of Sale Prospectus (or any amendment
or supplement thereto) are the statements set forth in the seventh and
fourteenth paragraphs under the caption &#147;Plan of Distribution&#148; in the Canadian
Prospectus Supplement.<b> </b></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_51></A>
<P align=center>- 51 - </P>

<P align=justify>(3)&nbsp;&nbsp;&nbsp;&nbsp; If any matter or thing contemplated
by this Section 10 (any such matter or thing being hereinafter referred to as a
<B>&#147;Claim&#148;</B>) is asserted against either the Underwriter Indemnified Party or
the Company Indemnified Party (as the context requires, the &#147;<B>Indemnified
Party</B>&#148;), the Indemnified Party shall notify the Company Indemnifying Party
or the Underwriter Indemnifying Party (as the context requires, the
&#147;<B>Indemnifying Party</B>&#148;), as soon as practicable, of such Claim to the
extent allowable by Applicable Law (provided, however, that failure to provide
such notice shall not affect the Indemnified Party&#146;s right to indemnification
hereunder, except (and only) to the extent of material prejudice (through the
forfeiture of substantive rights and defenses) to the Indemnifying Party
therefrom) and the Indemnifying Party shall be entitled (but not required) to
assume the defence of any suit, action or proceeding brought to enforce such
Claim; provided, however, that the defence shall be conducted through legal
counsel acceptable to the Indemnified Party and that no admission of liability
or settlement of any such Claim may be made by the Indemnifying Party or the
Indemnified Party without the prior written consent of the other. </P>
<P align=justify>(4)&nbsp;&nbsp;&nbsp;&nbsp; In any such Claim, the Indemnified
Party shall have the right to retain separate counsel to act on its behalf
provided that the fees and disbursements of such counsel shall be paid by the
Indemnified Party unless: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>the Indemnifying Party fails to assume the defence of
      such Claim on behalf of the Indemnified Party within five (5) business
      days of receiving notice thereof or, having assumed such defence, has
      failed to engage counsel promptly or who is acceptable to the Indemnified
      Parties, or has failed to pursue it diligently;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>the Indemnifying Party and the Indemnified Party shall
      have mutually agreed to the retention of the other counsel; or</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>the named parties to the Claim (including any added,
      third parties or interpleaded parties) include the Indemnifying Party, and
      the Indemnifying Parties has been advised by counsel (including internal
      counsel) that there are legal defences available to such Indemnified Party
      that are different or in addition to those available to the Indemnifying
      Party, that representation of the Indemnified Party by counsel for the
      Indemnifying Party is inappropriate as a result of the potential or actual
      conflicting interests of those represented, or where in such Indemnified
      Party&#146;s reasonable judgment, the Claim gives rise to a conflict of
      interest between the Indemnifying Party and such Indemnified
  Party;in each of cases Section 10(4)(a), Section 10(4)(b) and Section
10(4)(c), the Indemnifying Party will not have the right to assume the defence
of the suit on behalf of such Indemnified Party, but the Indemnifying Party will
be liable to pay the fees and expenses of separate counsel for all Indemnified
Parties and, in addition, of local counsel in each applicable jurisdiction.
Notwithstanding the foregoing, no settlement may be made by an Indemnified Party
without the prior written consent of the Indemnifying Party, which consent will
not be unreasonably withheld, conditioned or delayed.  </P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_52></A>
<P align=center>- 52 - </P>

<P align=justify>(5)&nbsp;&nbsp;&nbsp;&nbsp; In order to provide for a just and
equitable contribution in circumstances in which the indemnity provided in
Section 10(1) or Section 10(2) would otherwise be available in accordance with
its terms but is, for any reason, 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 Indemnifying
Party 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 Units) of the nature contemplated in this Section 10 and
suffered or incurred by the Indemnified Parties in such proportions as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the distribution of the Units
as well as the relative fault of the parties 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: (i) no Underwriter shall in any event be
liable to contribute, in the aggregate, any amount in excess of the aggregate
fee or any portion thereof actually received by such Underwriter hereunder; and
(ii) no party who has been determined by a court of competent jurisdiction in a
final judgment that has become non-appealable to have engaged in any fraud,
fraudulent misrepresentation, wilful misconduct or gross negligence in
connection with the Claim or Claims which resulted in such claims, expenses,
costs, damages, liabilities or losses shall be entitled to claim contribution
from any person who has not been so determined to have engaged in such fraud,
fraudulent misrepresentation or gross negligence in connection with such Claim
or Claims. </P>
<P align=justify>(6)&nbsp;&nbsp;&nbsp;&nbsp; The rights of contribution and
indemnity provided in this Section 10 shall be in addition to and not in
derogation of any other right to contribution and indemnity which the
Underwriters may have by statute or otherwise at law. </P>
<P align=justify>(7)&nbsp;&nbsp;&nbsp;&nbsp; The Underwriters&#146; 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 9 hereof. </P>
<P align=justify>(8)&nbsp;&nbsp;&nbsp;&nbsp; In the event that any Company
Indemnifying Party is held to be entitled to contribution from the Underwriters
under the provisions of any Applicable Law, the Company Indemnifying Party shall
be limited to contribution in an amount not exceeding the lesser of: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>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</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_53></A>
<P align=center>- 53 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>the amount of the aggregate fee actually received by the
      Underwriters from the Indemnifying Party hereunder, provided that no
      individual Underwriter shall be required to contribute more than the fee
      actually received by such Underwriter.</P></TD></TR></TABLE>
<P align=justify>(9)&nbsp;&nbsp;&nbsp;&nbsp; If the Underwriters have reason to
believe that a claim for contribution may arise, they shall give the
Indemnifying Party notice thereof in writing, but failure to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any obligation
which it may have to the Underwriters under this Section 10, except (and only)
to the extent of material prejudice (through the forfeiture of substantive
rights and defenses) to the Indemnifying Party therefrom. </P>
<P align=justify>(10)&nbsp;&nbsp;&nbsp; With respect to this Section 10, the
Company acknowledges and agrees that the Underwriters are contracting on their
own behalf and as agents for their respective affiliates, directors, officers,
employees and agents, and each person, if any, controlling any Underwriter or
any of its subsidiaries 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 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.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 11</B> </TD>
    <TD width="90%" align=left nowrap><B>Notification to the Underwriters.</B>
</TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company undertakes to notify
the Co-Lead Underwriters immediately if it comes to its knowledge at any time up
to the First Closing Date or the expiration of the Over-Allotment Option that
any of the representations and warranties of the Company in this Agreement was
not true or accurate or was misleading in any material respect when given or
made or has ceased to be true or accurate in any material respect or has become
misleading by reference to the facts or circumstances from time to time
subsisting and of all other information of which it becomes aware which may give
rise to an obligation to prepare and file Supplementary Material. If, at any
time prior to the First Closing Date, the Co-Lead Underwriters shall receive
notification pursuant to this section or they shall otherwise become aware that
any of the representations and warranties in this Agreement is or has become or
is likely to become untrue, inaccurate or misleading in any material respect,
the Co-Lead Underwriters may (without prejudice to their right to terminate
their obligations under this Agreement pursuant to Section 8) require the
Company at its own expense to make or cause to be made such announcement as the
Underwriters may reasonably determine.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 12</B> </TD>
    <TD width="90%" align=left nowrap><B>Representations, Warranties and Covenants to
  Survive Delivery.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The representations, warranties
and covenants (including indemnities) of the Company and the Underwriters
contained in this Agreement and in any certificate delivered pursuant to this
Agreement or in connection with the purchase and sale of the Units shall survive
the delivery of and payment for the Units sold hereunder and shall continue in
full force and effect unaffected by any subsequent disposition of the Units by
the Underwriters or the termination of the Underwriters&#146; obligations and shall
not be limited or prejudiced by any investigation made by or on behalf of the
Underwriters in connection with the preparation of the Prospectuses, any amendments or
supplements related thereto or the distribution of the Units.</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_54></A>
<P align=center>- 54 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 13</B> </TD>
    <TD width="90%" align=left nowrap><B>No Advisory or Fiduciary Relationship.</B>
</TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company acknowledges and
agrees that (a) the purchase and sale of the Units pursuant to this Agreement,
including the determination of the Offering Price of the Units and any related
discounts and commissions, is an arm&#146;s-length commercial transaction between the
Company, on the one hand, and the Underwriters, on the other hand, (b) in
connection with the offering contemplated hereby 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 contemplated hereby 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 contemplated hereby 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 contemplated
hereby and the Company has consulted its own legal, accounting, regulatory and
tax advisors to the extent it deemed appropriate. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 14</B> </TD>
<TD width="90%" align=left nowrap><B>Notices.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">All communications hereunder
shall be in writing and shall be mailed, hand delivered, or faxed and confirmed
to the parties hereto as follows: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>If to the Underwriters and/or CF
US:</P></TD></TR></TABLE>
<P style="MARGIN-LEFT: 10%" align=justify>Cantor Fitzgerald Canada Corporation
<BR>181 University Avenue <BR>Suite 1500 <BR>Toronto, Ontario <BR>M5H 3M7
<BR>Canada <BR>Attention: Graham Moylan<BR>Facsimile Number: (416) 350-2985</P>
<P style="MARGIN-LEFT: 10%" align=justify>And </P>
<P style="MARGIN-LEFT: 10%" align=justify>Rodman &amp; Renshaw a unit of H.C.
Wainwright &amp; Co., LLC <BR>430 Park Avenue, 4th Floor <BR>New York, NY 10022
<BR>Attention: Craig Schwabe <BR>E-mail Address: notices@hcwco.com<BR></P>
<P style="MARGIN-LEFT: 10%" align=justify>And </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_55></A>
<P align=center>- 55 - </P>
<P style="MARGIN-LEFT: 10%" align=justify>Cantor Fitzgerald &amp; Co.<BR>110
East 59th Street <BR>New York, NY 10022 <BR>Attention: Legal
Department<BR>Facsimile Number: (212) 829-4708</P>
<P style="MARGIN-LEFT: 10%" align=justify>with a copy to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Stikeman Elliott LLP <BR>5300 Commerce
Court West<BR>199 Bay Street <BR>Toronto, Ontario M5L 1B9<BR>Canada
<BR>Attention: Martin Langlois and Steven Bennett <BR>Facsimile Number: (416)
947-0866</P>
<P style="MARGIN-LEFT: 10%" align=justify>And </P>
<P style="MARGIN-LEFT: 10%" align=justify>Cooley LLP<BR>1114 Avenue of the
Americas <BR>New York, NY 10036 <BR>Attention: Daniel I. Goldberg,
Esq.<BR>Facsimile Number: (212) 479-6275</P>
<P style="MARGIN-LEFT: 10%" align=justify>(b) If to the Company: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Energy Fuels Inc. <BR>225 Union Blvd.,
Suite 600 <BR>Lakewood, CO 80228 <BR>Attention: David Frydenlund, Senior Vice
President, General Counsel and <BR>Corporate Secretary <BR>Facsimile Number:
(303) 389-4129</P>
<P style="MARGIN-LEFT: 10%" align=justify>with a copy to: </P>
<P style="MARGIN-LEFT: 10%" align=justify>Borden Ladner Gervais LLP<BR>Scotia
Plaza, 40 King St. West <BR>Toronto, Ontario M5H 3Y4 <BR>Attention: Jason
Saltzman<BR>Facsimile Number: (416) 361-2770</P>
<P align=justify style="text-indent:5%">Any party hereto may change the
address for receipt of communications by giving written notice to the others.
The parties may change their respective addresses, e-mail addresses and
facsimile numbers for notice, by notice given in the manner aforesaid. Any such
notification shall be deemed to be effective when faxed or delivered, if faxed
or delivered to the recipient on a business day and before 3:00 p.m. (local
time) on such business day, and otherwise shall be deemed to be given at 9:00
a.m. (local time) on the next following business day. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_56></A>
<P align=center>- 56 - </P>

<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 15</B> </TD>
    <TD width="90%" align=left nowrap><B>Authority and Use of the Advice of the
Co-Lead Underwriters.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The Company shall be entitled to
rely and shall act on any notice, waiver, extension or other communication given
by or on behalf of the Underwriters by the Co-Lead Underwriters, who have
authority to bind the Underwriters with respect to all matters covered by this
Agreement insofar as such matters relate to the Underwriters, with the exception
of matters arising under Section 10, or notice of termination pursuant to
Section 8, which notice may be given by any of the Underwriters. The Company
agrees that all written and oral opinions, advice, analysis and materials
provided by the Underwriters in connection with the offering and sale of the
Units are intended solely for the Company&#146;s benefit and for the Company&#146;s use
only and the Company covenants and agrees that no such opinions, advice or
material will be used for any other purpose whatsoever or reproduced,
disseminated, quoted from or referred to in whole or in part at any time, in any
manner or for any purpose, without the prior consent of the Co-Lead Underwriters
in each specific circumstance. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 16</B> </TD>
<TD width="90%" align=left nowrap><B>Successors.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">This Agreement will inure to the
benefit of and be binding upon the parties hereto, including any substitute
Underwriters pursuant to Section 9 hereof, and to the benefit of the employees,
officers and directors and controlling persons referred to in Section 10 and in
each case their respective successors and personal representatives, and no other
person will have any right or obligation hereunder. The term &#147;<B>successors</B>&#148;
shall not include any purchaser of the Units as such from any of the
Underwriters merely by reason of such purchase. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 17</B> </TD>
    <TD width="90%" align=left nowrap><B>Time of the Essence.</B>
</TD></TR></TABLE>
<P align=justify style="text-indent:5%">Time shall be of the essence of
this Agreement. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 18</B> </TD>
    <TD width="90%" align=left nowrap><B>Partial Unenforceability.</B>
</TD></TR></TABLE>
<P align=justify style="text-indent:5%">The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 19</B> </TD>
    <TD width="90%" align=left nowrap><B>Governing Law and Venue.</B>
</TD></TR></TABLE>
<P align=justify style="text-indent:5%"> This Agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein governing contracts made and to be
performed wholly therein and without reference to its principles governing the
choice or conflict of laws. The parties hereto irrevocably attorn and submit to
the exclusive jurisdiction of the courts of the Province of Ontario, sitting in
the City of Toronto, with respect to any dispute related to this Agreement<B>
</B></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_57></A>
<P align=center>- 57 - </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 20</B> </TD>
    <TD width="90%" align=left nowrap><B>Counterparts/Facsimile/Electronic
Signatures.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">This Agreement may be executed by
any one or more of the parties to this Agreement in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. The transmission by facsimile
or e-mail of a copy of the execution page hereof reflecting the execution of
this Agreement by any party hereto shall be effective to evidence that party&#146;s
intention to be bound by this Agreement and that party&#146;s agreement to the terms,
provisions and conditions hereof, all without the necessity of having to produce
an original copy of such execution page. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 21</B> </TD>
<TD width="90%" align=left nowrap><B>CF US.</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">It is acknowledged and agreed
that CF US is a U.S. affiliate of CFCC that will be selling the Units in the
United States on behalf of CFCC in accordance with Section 2(1) and is a party
to this Agreement for the purpose of receiving the benefit of the
representations, warranties and covenants made by the Company herein and
enforcing the indemnity and contribution contained in Section 10 hereof as an
Indemnified Party.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left nowrap ><B>Section 22</B> </TD>
<TD width="90%" align=left nowrap><B>General Provisions.</B> </TD></TR></TABLE>
<P align=justify>(1)&nbsp;&nbsp;&nbsp;&nbsp; This Agreement constitutes the
entire agreement of the parties to this Agreement and supersedes all prior
written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof. This Agreement may not
be amended or modified unless in writing by all of the parties hereto, and no
condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. The Section headings herein
are for the convenience of the parties only and shall not affect the
construction or interpretation of this Agreement. </P>
<P align=justify>(2)&nbsp;&nbsp;&nbsp;&nbsp; The Company acknowledges that the
Underwriters&#146; research analysts and research departments are required to be
independent from their respective investment banking divisions and are subject
to certain regulations and internal policies, and that such Underwriters&#146;
research analysts may hold and make statements or investment recommendations
and/or publish research reports with respect to the Company and/or the offering
that differ from the views of its investment bankers. The Company hereby waives
and releases, to the fullest extent permitted by law, any claims that the
Company may have against the Underwriters with respect to any conflict of
interest that may arise from the fact that the views expressed by their
independent research analysts and research departments may be different from or
inconsistent with the views or advice communicated to the Company by such
Underwriters&#146; investment banking divisions. The Company acknowledges that each
of the Underwriters is a full service securities firm and as such from time to
time, subject to applicable Canadian Securities Laws and U.S. Securities Laws,
may effect transactions for its own account or the account of its customers and
hold long or short position in debt or equity securities of the companies which
may be the subject to the transactions contemplated by this Agreement. </P>
<P align=center>[<I>The Remainder of This Page Intentionally Left Blank;
Signature Page Follows</I>]<I> </I></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_58></A>
<P align=justify>The foregoing is agreed by the parties as of the date first
mentioned above. </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>CANTOR FITZGERALD CANADA
CORPORATION </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
    Shawn Matthews </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="90%">Name: Shawn Matthews </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="90%">Title: Authorized Person
</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_59></A>
<P style="MARGIN-LEFT: 50%" align=justify><B>RODMAN &amp; RENSHAW A UNIT OF H.C.
WAINWRIGHT &amp; CO., LLC</B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
    Craig Schwabe
    </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="90%">Name: Craig Schwabe </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="90%">Title: Managing Director
</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_60></A>
<P style="MARGIN-LEFT: 50%" align=justify><B>DUNDEE SECURITIES LTD. </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left  >By:</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
    width="90%">/s/ John Esteireiro</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Name: John Esteireiro</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Title: Managing Director, Head of Equity Capital
    Markets</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_61></A>
<P style="MARGIN-LEFT: 50%" align=justify><B>HAYWOOD SECURITIES INC. </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left  >By:</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
    Kevin Campbell</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Name: Kevin Campbell</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Title: Managing Director, Investment Banking</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_62></A>
<P style="MARGIN-LEFT: 50%" align=justify><B>RAYMOND JAMES LTD. </B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left  >By:</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
    Gavin McOuat</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Name: Gavin McOuat</TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Title: Managing Director</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_63></A>
<P align=justify>Acknowledged by CF US solely for the purpose of receiving the
benefit of Section 21 of this Agreement.</P>
<P style="MARGIN-LEFT: 50%" align=justify><B>CANTOR FITZGERALD &amp; CO.
</B></P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
    Shawn E. Matthews</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="90%">Name: Shawn E. Matthews</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="90%">Title: CEO</TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_64></A>
<P align=justify>Accepted and agreed to as of September 15, 2016. </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>ENERGY FUELS INC.</B> </P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
    Stephen P. Antony &nbsp;
    </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="90%">Name:&nbsp;&nbsp; Stephen P. Antony </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="90%">Title:&nbsp;&nbsp;&nbsp;&nbsp; President &amp;
      CEO </TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_65></A>
<P align=center><B>SCHEDULE &#147;A&#148; </B><BR><B>MATERIAL SUBSIDIARIES</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=center>Magnum Uranium Corp. </TD>
    <TD noWrap align=center width="33%">British Columbia </TD>
    <TD noWrap align=center width="33%">100% </TD></TR>
  <TR>
    <TD noWrap align=center >&nbsp;</TD>
    <TD noWrap align=center width="33%" >&nbsp;</TD>
    <TD noWrap align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD noWrap align=center>Titan Uranium Inc. </TD>
    <TD noWrap align=center width="33%">Canada </TD>
    <TD noWrap align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Strathmore Minerals Corp. </TD>
    <TD align=center width="33%">British Columbia </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Uranium Power Corp. </TD>
    <TD align=center width="33%">British Columbia </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Strathmore Resources (US) Ltd. </TD>
    <TD align=center width="33%">Nevada </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Energy Fuels Holdings Corp. </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Roca Honda Resources LLC </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Magnum Minerals USA Corp. </TD>
    <TD align=center width="33%">Nevada </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Energy Fuels Wyoming Inc. </TD>
    <TD align=center width="33%">Nevada </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Energy Fuels Resources (USA) Inc. </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR Alta Mesa LLC </TD>
    <TD align=center width="33%">Texas </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR White Mesa LLC </TD>
    <TD align=center width="33%">Colorado </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR Henry Mountains LLC </TD>
    <TD align=center width="33%">Colorado </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR White Canyon Corp. </TD>
    <TD align=center width="33%">Delaware </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR Colorado Plateau LLC </TD>
    <TD align=center width="33%">Colorado </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>EFR Arizona Strip LLC </TD>
    <TD align=center width="33%">Colorado </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Leoncito Project, LLC </TD>
    <TD align=center width="33%">Texas </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Leoncito Property, LLC </TD>
    <TD align=center width="33%">Texas </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Uranerz Energy Corporation </TD>
    <TD align=center width="33%">Nevada </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Wyoming Gold Mining Company, Inc. </TD>
    <TD align=center width="33%">Wyoming </TD>
    <TD align=center width="33%">100% </TD></TR>
  <TR>
    <TD align=center >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Wate Mining Company, LLC </TD>
    <TD align=center width="33%">Arizona </TD>
    <TD align=center width="33%">100% </TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_66></A>
<P align=center><B>EXHIBIT &#147;A&#148;</B><BR><B>LIST OF PERSONS SUBJECT TO
LOCK-UP</B></P>
<P align=justify><B>Directors</B> </P>
<P align=justify>J. Birks Bovaird<BR>Stephen P. Antony<BR>Ames Brown<BR>Paul A.
Carroll <BR>Glenn Catchpole<BR>Bruce D. Hansen <BR>Dennis Higgs<BR>Ron F.
Hochstein</P>
<P align=justify><B>Officers </B></P>
<P align=justify>Mark Chalmers <BR>David C. Frydenlund <BR>Paul
Goranson<BR>Curtis H. Moore <BR>Harold R. Roberts<BR>Daniel G. Zang</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_67></A>
<P align=center><B>EXHIBIT &#147;B&#148; </B><BR><B>FORM OF LOCK-UP AGREEMENT</B></P>
<P align=right>__________, 2016 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >To: </TD>
    <TD align=left width="95%">Cantor Fitzgerald Canada Corporation </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="95%">Rodman &amp; Renshaw a unit of H.C. Wainwright
      &amp; Co., LLC </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="95%">(collectively, the &#147;<B>Co-Lead
      Underwriters</B>&#148;) </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="95%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ><B>Re:</B> </TD>
    <TD align=left width="95%"><B>Energy Fuels Inc. </B><B>&#150; Lock-up
      Agreement</B> </TD></TR></TABLE>
<P align=justify style="text-indent:5%">The undersigned understands that
this lock-up agreement (the &#147;<B>Lock-Up Agreement</B>&#148;) is being delivered to
you in connection with the Amended and Restated Underwriting Agreement (the
&#147;<B>Underwriting Agreement</B>&#148;) entered into by Energy Fuels Inc. (the
&#147;<B>Company</B>&#148;) and the Underwriters named in the Underwriting Agreement, with
respect to the public offering (the &#147;<B>Offering</B>&#148;) of units of the Company
(the &#147;<B>Units</B>&#148;), each Unit consisting of one common share in the capital of
the Company (the &#147;<B>Common Shares</B>&#148;) and one-half common share purchase
warrant of the Company (the &#147;<B>Warrants</B>&#148;), each Warrant entitling the
holder thereof to purchase one common share in the capital of the Company.</P>
<P align=justify style="text-indent:5%">In consideration of the benefit
that the Offering will confer upon the undersigned as a [<B>director and/or
officer</B>] of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned agrees
that, in respect of Common Shares owned directly or indirectly by the
undersigned, or under control or direction of the undersigned (including holding
as a custodian) or with respect to which the undersigned has beneficial
ownership (as such term is used in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the &#147;<B>Exchange A</B>ct&#148;)) (collectively, the &#147;<B>Locked-Up
Securities</B>&#148;), during the period beginning from the date hereof and ending on
the day that is ninety (90) days following the date of the closing of the
Offering (the &#147;<B>LockUp Period</B>&#148;), the undersigned will not, without the
prior written consent of the Co-Lead Underwriters, which consent shall not
unreasonably be delayed, conditioned or withheld, (i) issue, offer, sell
(including, without limitation, any short sale), contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or
agree to dispose of or transfer, directly or indirectly, or establish or
increase a &#147;put equivalent position&#148; or liquidate or decrease a &#147;call equivalent
position&#148; within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the United States Securities
and Exchange Commission (the &#147;<B>SEC</B>&#148;) promulgated thereunder (the
&#147;<B>Exchange Act</B>&#148;), with respect to, any Locked-Up Securities, or any
securities convertible into or exchangeable or exercisable for, or warrants or
other rights to purchase, the foregoing, (ii) except as permitted in Section
4(o) of the Underwriting Agreement cause to become effective a registration
statement under the United States Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder (the &#147;<B>Securities
Act</B>&#148;), or to file a prospectus in Canada, relating to the offer and sale of
any Locked-Up Securities or securities convertible into or exercisable or
exchangeable for Locked-Up Securities or other rights to purchase Locked-Up
Securities or any other securities of the Company that are substantially similar
to the Locked-Up Securities, or any securities convertible into or exchangeable
or exercisable for, or any warrants or other rights to purchase, the foregoing,
(iii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Locked-Up
Securities or any other securities of the Company that are substantially similar
to the Locked-Up Securities, or any securities convertible into or exchangeable
or exercisable for, or any warrants or other rights to purchase, the foregoing,
whether any such transaction is to be settled by delivery of Common Shares or
such other securities, in cash or otherwise or (iv) publicly announce an
intention to effect any transaction specified in clause (i), (ii) or (iii).</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_68></A>

<P align=justify style="text-indent:5%">The foregoing paragraph shall not
apply to (A) dispositions to any trust for the direct or indirect benefit of the
undersigned and/or the spouse, any lineal descendent, father, mother, brother or
sister of the undersigned, provided that such trust agrees in writing with the
Underwriters to be bound by the terms of this Lock-Up Agreement, (B) tenders
pursuant to a <I>bona fide</I> third party take-over bid made to all holders of
Common Shares of the Company or similar acquisition transaction provided that in
the event that the take-over bid or acquisition transaction is not completed,
any Locked-Up Securities shall remain subject to the restrictions contained in
this Lock-Up Agreement, (C) any dispositions pursuant to any pre-existing 10b5-1
plans, (D) any dispositions required to pay the exercise price of any stock
options issued or outstanding under the Company&#146;s equity incentive compensation
plans, or (E) any dispositions required for tax withholdings in connection with
the exercise or vesting of any stock options or restricted stock units issued or
outstanding under the Company&#146;s equity incentive compensation plans. <B></B></P>
<P align=justify style="text-indent:5%">In addition, the undersigned
hereby waives any and all pre-emptive rights, participation rights, resale
rights, rights of first refusal and similar rights that the undersigned may have
in connection with the Offering or with any issuance or sale by the Company of
any equity or other securities in connection with the Offering. </P>
<P align=justify style="text-indent:5%">The undersigned hereby confirms
that the undersigned has not, directly or indirectly, taken, and hereby
covenants that the undersigned will not, directly or indirectly, take, any
action designed, or which has constituted or will constitute or might reasonably
be expected to cause or result in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Common
Shares.</P>
<P align=justify style="text-indent:5%">The undersigned understands that
the Company and the Underwriters are relying upon this Lock-Up Agreement in
proceeding toward the consummation of the Offering. The undersigned further
understands that this Lock-Up Agreement is irrevocable and shall be binding upon
the undersigned&#146;s legal representatives, successors, and assigns, and shall
enure to the benefit of the Company, the Underwriters and their legal
representatives, successors and assigns.</P>
<P align=justify style="text-indent:5%">The obligations of the
undersigned pursuant to this Lock-Up Agreement may be waived in writing in whole
or in part by Co-Lead Underwriters in their sole discretion. </P>
<P align=justify style="text-indent:5%">This Lock-Up Agreement is
governed by the laws of the Province of Ontario and the laws of Canada
applicable therein. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_69></A>
<P style="MARGIN-LEFT: 50%" align=justify>Yours very truly, </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-TOP: #000000 1px solid" align=left>Witness </TD>
    <TD align=left width="5%">&nbsp;</TD>
    <TD style="BORDER-TOP: #000000 1px solid" align=left width="45%">Name </TD>
    <TD align=left width="5%">&nbsp;</TD></TR></TABLE>&nbsp;<p><BR>
</p>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="45%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-TOP: #000000 1px solid" align=left>Number of Common
      Shares subject to this Lock-Up Agreement </TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_70></A>
<P align=center><B>EXHIBIT &#147;C&#148;</B><BR><B>TITLE OPINIONS</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">1. </TD>
    <TD>
      <P align=justify>Opinion dated October 16, 2013 in respect of the Arizona
      Strip Mines.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">2. </TD>
    <TD>
      <P align=justify>Opinions dated July 23, 2012 and July 24, 2012 in respect
      of the Colorado Plateau Mines.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">3. </TD>
    <TD>
      <P align=justify>Opinions dated July 24, 2012 in respect of the Daneros
      Mine.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">4. </TD>
    <TD>
      <P align=justify>Opinion dated June 7, 2013 in respect of the Gas Hills
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">5. </TD>
    <TD>
      <P align=justify>Opinions dated July 24, 2012 in respect of the Henry
      Mountains Complex.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">6. </TD>
    <TD>
      <P align=justify>Opinion dated June 7, 2013 in respect of the Roca Honda
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">7. </TD>
    <TD>
      <P align=justify>Opinion dated July 24, 2012 in respect of the Sage Plain
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">8. </TD>
    <TD>
      <P align=justify>Opinion dated July 24, 2012 in respect of the Sheep
      Mountain Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">9. </TD>
    <TD>
      <P align=justify>Opinion dated October 23, 2013 in respect of the White
      Mesa Mill.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">10. </TD>
    <TD>
      <P align=justify>Opinion dated July 24, 2012 in respect of the La Sal
      Project.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">11. </TD>
    <TD>
      <P align=justify>Opinion dated May 31, 2013 in respect of Juniper
      Ridge.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">12. </TD>
    <TD>
      <P align=justify>Opinion dated July 23, 2012 in respect of the Whirlwind
      Mine.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">13. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Hank Project, MB1 et al. Mining
      Claims (WMC278641 et al.), Campbell County, Wyoming&#148; &#150; By Brown, Drew
      &amp; Massey, LLP dated October 16, 2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="10%"  ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated December 3, 2012 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated February 1, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated August 19, 2013
</P></TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_71></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left>
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Hank Project,
      MB1 et. al. Mining Claims (WMC278641 et. al.), Campbell County, Wyoming&#148; &#150;
      by Brown, Drew &amp; Massey, LLP dated September 5, 2013
</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">14. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, South Doughstick Project, WC 319
      et al. Mining Claims (WMC 275263 et al.), Campbell and Johnson Counties,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated October 27,
  2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left>
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP
      dated November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%"></TD>
    <TD align=left>
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, South
      Doughstick Project, WC 319 et al. Mining Claims (WMC 275263 et al.),
      Campbell and Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP
      dated July 11, 2014 </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">15. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Opinion, North Jane Project, DS 3
      through 18, 100, 101 Mining Claims (Lead File WMC 281326 et al.), Campbell
      County, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated December 3,
      2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">16. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Opinion, North Jane Project, EB 40 et
      al. Mining Claims (Lead Filed WMC 14069 et at), Campbell County, Wyoming&#148;
      &#150; by Brown, Drew &amp; Massey, LLP dated December 3, 2009</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">17. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Jane Dough Project, RK 453 et al.
      Mining Claims (WMC 274887 et al.), Campbell and Johnson Counties, Wyoming&#148;
      &#150; by Brown, Drew, Massey &amp; Durham, LLP dated July 14, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">18. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, South Doughstick Project, Pax
      Irvine Mineral Trust Fee Lease, Johnson County, Wyoming&#148; &#150; by Brown, Drew
      &amp; Massey, LLP dated October 27, 2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="10%"  ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated November 29, 2010
  </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, South
      Doughstick Project, Pax Irvine Mineral Trust Fee Lease, Johnson County,
      Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP dated July 11, 2014
      </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">19. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Jane Dough Project, Pax Irvine
      Mineral Trust, et al Fee Leases, Johnson and Campbell Counties, Wyoming&#148; &#150;
      by Brown, Drew, Massey &amp; Durham, LLP dated July 14, 2014</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">20. </TD>
    <TD>
      <P align=justify>Preliminary Title Opinion, North Jane Project, Nelroy LLC
      et al. Fee Leases, Campbell County, Wyoming&#148; &#150; by Brown, Drew &amp;
      Massey, LLP dated November 25, 2009</P></TD></TR></TABLE><BR>
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noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">21. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Nichols Ranch Project, EB 67 et
      al. Mining Claims (WMC 277010 et al.), Campbell and Johnson Counties,
      Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated October 27,
  2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="10%"  ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew &amp; Massey, LLP dated
      November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated February 1, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated August 19, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated September 5, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, EB 67 et. al Mining Claims (WMC 277010 et al.), Campbell and
      Johnson Counties, Wyoming&#148; &#150; by Brown, Drew, Massey &amp; Durham, LLP
      dated July 11, 2014 </P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">22. </TD>
    <TD>
      <P align=justify>&#147;Limited Title Opinion, Nichols Ranch Project, Betty Lou
      Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by Brown, Drew &amp;
      Massey, LLP dated October 16, 2009</P></TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD width="10%"  ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;First Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew &amp; Massey, LLP dated November 29, 2010 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Second Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated February 1, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Third Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated August 19, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Fourth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated September 5, 2013 </P></TD></TR>
  <TR vAlign=top>
    <TD width="10%" ></TD>
    <TD align=left >
      <P align=justify>o </P></TD>
    <TD align=left width="85%">
      <P align=justify>&#147;Fifth Supplemental Limited Title Opinion, Nichols Ranch
      Project, Betty Lou Payne et al Fee Leases, Johnson County, Wyoming&#148; &#150; by
      Brown, Drew, Massey &amp; Durham, LLP dated July 11, 2014
  </P></TD></TR></TABLE><BR>
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noShade SIZE=5>
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cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">23. </TD>
    <TD>
      <P align=justify>&#147;Preliminary Title Status Report &#150; Grants Uranium
      District properties of Uranium Resources, Inc., McKinley County, New
      Mexico (Roca Honda Claims; Endy Claims; and Section 17 mineral estate) &#150;
      by Fognani &amp; Faught, PLLC dated June 18, 2015.</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">24. </TD>
    <TD>
      <P align=justify>Mestena Ranch Limited Hard Minerals Ownership Research
      195,501.03 acres; Brooks County and Jim Hogg County, Texas &#150; by Dudley
      Land Company dated March 14, 2016</P></TD></TR></TABLE><BR>
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<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exhibit5-1.htm
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

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<P align="justify">
September 15, 2016 </P>
<P align="justify">
Energy Fuels Inc.<BR>
80 Richmond Street West, 18<SUP>th</SUP> Floor <BR>
Toronto, Ontario<BR>
Canada M5H 2A4<BR>
</P>
<P align="justify">
Dear Sirs/Mesdames:</P>
<P align="justify">
<B>Re: Energy Fuels Inc. &ndash; Registration Statement on Form S-3</B> (the &ldquo;<B>Registration Statement</B>&rdquo;) </P>
<P align="justify">
We have acted as Ontario counsel to Energy Fuels Inc. (the &ldquo;<B>Company</B>&rdquo;). We refer to the Company&rsquo;s registration statement on Form S-3 (the "<B>Registration Statement</B>") filed on May 5, 2016 with the Securities and Exchange
Commission (the "<B>SEC</B>") under the Securities Act of 1933, as amended (the "<B>Securities Act</B>"), and to the Prospectus included therein (the "<B>Prospectus</B>"). </P>
<P align="justify">
We are furnishing this opinion at your request in connection with the Company&rsquo;s prospectus supplement dated the date hereof to the Prospectus (the "<B>Prospectus Supplement</B>"), relating to the offering of 7,250,000<B> </B>units of the
Company (the "<B>Units</B>"). Each Unit consists of one common share (&ldquo;<B>Common Share</B>&rdquo;) and one-half of one transferable common share purchase warrant. Each whole common share purchase warrant (&ldquo;<B>Warrant</B>&rdquo;) will
entitle the holder to purchase one common share (&ldquo;<B>Warrant Share</B>&rdquo;) at a price of US&#36;1.80 per Warrant Share at any time until 5:00 p.m. (Toronto Time) on the date that is 60<B> </B>months following the closing of the offering.
</P>
<P align="justify">
The Units are being offered pursuant to an amended and restated underwriting agreement dated September 15, 2016 (as amended and restated, the &ldquo;<B>Underwriting Agreement</B>&rdquo;) among the Company and Cantor Fitzgerald Canada Corporation and
Rodman &amp; Renshaw a unit of H.C. Wainwright &amp; Co., LLC (together with Cantor Fitzgerald Canada Corporation, the &ldquo;<B>Co-Lead Underwriters</B>&rdquo;) acting as joint book-running managers and as representatives of a syndicate of
underwriters (collectively with the Co-Lead Underwriters, the &ldquo;<B>Underwriters</B>&rdquo;).</P>
<P align="justify">
Collectively, the Units, Common Shares, Warrants and Warrant Shares are referred to as the &ldquo;<B>Securities</B>&rdquo;. </P>
<P align="justify">
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies or facsimile transmissions. We have also assumed the legal capacity for all purposes
relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the legal,
valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have not undertaken any independent investigation
to verify the accuracy or completeness of any of the foregoing assumptions. </P>
<P align="justify">
For purposes of this opinion letter, we have also assumed that (a) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and such effectiveness will not have been terminated or
rescinded, (b) all Securities will be offered, issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement and the prospectus supplement filed in Canada, (c) at
the time of the issuance of Units and the Warrant Shares, the Company will have sufficient common shares authorized and unissued and not otherwise reserved for issuance, (d) at the time of issuance of the Units and the Warrant Shares, the Company
validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation, and has
the necessary corporate power for such issuance, (e) at the time of issuance of
the Units and the Warrant Shares the then operative constating documents of the
Company (collectively, the &#147;<B>Charter Documents</B>&#148;) are in full force and
effect and have not been amended, restated, supplemented or otherwise altered,
and there has been no authorization of any such amendment, restatement,
supplement or other alteration, in either case since the date hereof, (f) a
warrant indenture in respect thereof with the terms described in the Prospectus
Supplement (a &#147;<B>Warrant Indenture</B>&#148;) and the Underwriting Agreement have
been duly authorized, executed and delivered by the parties thereto and
constitute legally valid and binding obligations of the parties thereto,
enforceable against each of them in accordance with their respective terms, (g)
the Warrant Indenture and Underwriting Agreement are governed by Ontario law,
(h) the issuance, terms, execution and delivery of the Units and Warrant Shares
(A) do not result in breaches of, or defaults under, agreements or instruments
to which the Company is bound or violations of applicable statutes, rules,
regulations or court or governmental orders, and (B) comply with any applicable
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company. We have not undertaken any independent
investigation to verify the accuracy or completeness of any of the foregoing
assumptions, (i) the board of directors or a duly appointed committee thereof,
will have taken all necessary corporate action, including the adoption of a
resolution or resolutions in form and content as required by applicable law, to
approve the issuance and terms of the Securities, the consideration to be
received therefor, to approve the Warrant Indenture and the execution and
delivery thereof, and related matters (the &#147;<B>Authorization</B>&#148;), and (j) the
Securities will have been duly authorized, established certificated, executed,
delivered, countersigned and registered, as applicable, in accordance with the
provisions of the Charter Documents, applicable law, the Warrant Indenture and
the Authorization. </P>

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<P align=justify>Based upon and subject to the foregoing, we are of the opinion
that: </P>
<P align=justify>1. The Common Shares and the Warrant Shares, when issued in
accordance with the provisions of the Underwriting Agreement and the Warrant
Indenture, respectively, including the receipt by the Company of the
consideration therefor will be duly authorized, validly issued, fully paid and
non-assessable securities of the Company.</P>
<P align=justify>2. The Warrants, when issued or otherwise distributed in
accordance with the provisions of the Warrant Indenture and the Underwriting
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.</P>
<P align=justify>Our opinions expressed herein are subject to the following
qualifications: </P>
<P align=justify>(a) the enforceability of any agreement may be limited by
bankruptcy, reorganization, winding-up, insolvency, moratorium, arrangement,
fraudulent preference and conveyance, assignment and preference and other
similar laws of general application affecting the enforcement of creditor&#146;s
rights;</P>
<P align=justify>(b) no opinion is given as to the enforceability of any term
providing for the severance of void, illegal or unenforceable provisions from
the remaining provisions of an agreement;</P>
<P align=justify>(c) no opinion is given as to the enforceability of any term
providing that modifications, amendments or waivers are not binding unless in
writing;</P>
<P align=justify>(d) no opinion is given with respect to rights to indemnity and
contribution;</P>
<P align=justify>(e) the enforceability of the obligations of a party under any
agreement is subject to general principles of equity, including, without
limitation:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(i) concepts of materiality,
reasonableness, good faith and fair dealing in performance and enforcement of a
contract required of the party seeking its enforcement;</P>
<P align=right>2</P>
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<P style="MARGIN-LEFT: 5%" align=justify>(ii) the discretion exercisable by a
court with respect to equitable remedies, such as specific performance and
injunction;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(iii) the discretion exercisable by a
court with respect to stays of enforcement proceedings and execution of
judgments;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(iv) the effect of vitiating factors,
such as mistake, misrepresentation, fraud, duress or undue influence; and</P>
<P style="MARGIN-LEFT: 5%" align=justify>(v) the discretion of a court with
respect to the enforcement of provisions in an agreement to the effect that
certain factual or legal determinations, calculations or certificates will be
conclusive and binding;</P>
<P align=justify>(f) a court may reserve to itself the right to decline
jurisdiction in any action if the court is an inconvenient forum to hear the
action or if concurrent proceedings are being brought elsewhere, notwithstanding
any waiver of the right to raise such objection or defence thereto;</P>
<P align=justify>(g) the right to exercise any unilateral or unfettered
discretion pursuant to an agreement will not prevent a court from requiring such
discretion to be exercised reasonably; and</P>
<P align=justify>(h) the recoverability of costs and expenses may be limited to
those a court considers to be reasonably incurred, the costs and expenses
incidental to all court proceedings are in the discretion of the court and the
court has the discretion to determine by whom and to what extent these costs
shall be paid.</P>
<P align=justify>The foregoing opinions are limited to the laws of the Province
of Ontario and the federal laws of Canada applicable therein on the date of this
opinion, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction, domestic or foreign. </P>
<P align=justify>The opinion expressed in this letter is for the sole benefit of
the Company in connection with the Registration Statement. This opinion may not
be relied upon by, disclosed to, or filed with, any other person without our
prior written consent. Notwithstanding the foregoing, we hereby consent to the
filing of this opinion with the SEC as an exhibit to the Current Report on Form
8-K to be filed by the Company in connection with the offering. We also hereby
consent to the use of our name under the heading &#147;Legal Matters&#148; in the
Prospectus and Prospectus Supplement which forms part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the SEC promulgated thereunder. </P>
<P align=justify>This opinion is expressed as of the date hereof and unless
otherwise expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws. </P>
<P align=justify>Very truly yours, </P>
<P align=justify>/s/ Borden Ladner Gervais LLP</P>
<P align=right>3</P>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>exhibit99-1.htm
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

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  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=left><FONT
      size=3><B>BRS, Inc. </B></FONT></TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=left
      width="50%">
    <p align="right">&nbsp;
    <img border="0" src="exhibi1.gif" width="76" height="53"></TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>P.O. Box 1104 </TD>
    <TD noWrap align=right width="50%">1130 Major Ave. </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>Broomfield, CO 80038-1104 </TD>
    <TD noWrap align=right width="50%">Riverton, WY 82501 </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>E-Mail: brs@brsengineering.com </TD>
    <TD noWrap align=right width="50%">E-mail: brs@brsengineering.com </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>303 410-6781 Fax: 303 464-1865 </TD>
    <TD noWrap align=right width="50%">307 857-3079 Fax: 307 857-3080
  </TD></TR></TABLE>
<P align=center><B>CONSENT OF DOUGLAS L. BEAHM </B></P>
<P align=justify>I consent to the inclusion in the Prospectus Supplement of
Energy Fuels Inc. (the &#147;Company&#148;) dated September 15, 2016 (the &#147;Supplement&#148;) of
technical disclosure regarding the Alta Mesa ISR Project (the &#147;Technical
Information&#148;) and of references to my name with respect to the Technical
Information and the technical report entitled &#147;Alta Mesa Uranium Project, Alta
Mesa and Meste&#241;a Grande Mineral Resources and Exploration Target, Technical
Report National Instrument 43-101&#148; dated July 19, 2016. </P>
<P align=justify>I also consent to the filing of this consent under cover of
Form 8-K with the United States Securities and Exchange Commission (the &#147;SEC&#148;)
and of the incorporation by reference of this consent into the Company&#146;s
Registration Statement on Form S-3 (No. 333-210782), as amended, filed with the
SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify><U>&nbsp;&nbsp; /s/ Douglas L.
Beahm&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Douglas L. Beahm <BR></P>
<P align=justify>Date: September 15, 2016 </P>
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<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>exhibit99-2.htm
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
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<P align=center><B>CONSENT OF BRS INC. </B></P>
<P align=justify>We consent to the inclusion in the Prospectus Supplement of
Energy Fuels Inc. (the &#147;Company&#148;) dated September 15, 2016 (the &#147;Supplement&#148;) of
technical disclosure regarding the Alta Mesa ISR Project (the &#147;Technical
Information&#148;) and of references to our name with respect to the Technical
Information and the technical report entitled &#147;Alta Mesa Uranium Project, Alta
Mesa and Meste&#241;a Grande Mineral Resources and Exploration Target, Technical
Report National Instrument 43-101&#148; dated July 19, 2016. </P>
<P align=justify>We also consent to the filing of this consent under cover of
Form 8-K with the United States Securities and Exchange Commission (the &#147;SEC&#148;)
and of the incorporation by reference of this consent into the Company&#146;s
Registration Statement on Form S-3 (No. 333-210782), as amended, filed with the
SEC. </P>
<P style="MARGIN-LEFT: 50%" align=justify><B>BRS INC. </B></P>
<P style="MARGIN-LEFT: 50%" align=justify><U>&nbsp;&nbsp; /s/ Douglas L.
Beahm&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Name Douglas L. Beahm <BR>Title: President <BR></P>
<P align=justify>Date: September 15, 2016 </P>
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<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>exhibit99-4.htm
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
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<P align=center><B><FONT size=5>Energy Fuels Announces  US$10.0
Million Bought Deal Offering of Units </FONT></B></P>
<P align=center><B>Lakewood, Colorado &#150; September 14, 2016 </B></P>
<P align=justify><B>Energy Fuels Inc. (NYSE MKT:UUUU; TSX:EFR) (&#147;Energy Fuels&#148;
or the &#147;Company&#148;) </B>is pleased to announce that it has entered into an
underwriting agreement (the &#147;<B>Underwriting Agreement</B>&#148;) with a syndicate of
underwriters led by Cantor Fitzgerald Canada Corporation and Rodman &amp;
Renshaw a unit of H.C. Wainwright &amp; Co., LLC, acting as co-lead underwriters
and joint book-running managers, under which the underwriters have agreed to buy
on a bought deal, underwritten basis 5,555,556 units (the &#147;<B>Units</B>&#148;), each
Unit consisting of one common share (each a &#147;<B>Share</B>&#148;) and one half of one
common share purchase warrant (each whole warrant, a &#147;<B>Warrant</B>&#148;), at a
price of US$1.80 per Unit for gross proceeds of US$10.0 million
(the &#147;<B>Offering</B>&#148;). Each Warrant will be exercisable for five years
following the closing date and will entitle the holder thereof to acquire one
Share upon exercise at an exercise price of US$2.45 per Share. The Company
has applied to list the Warrants on the Toronto Stock Exchange (the
&#147;<B>TSX</B>&#148;), though listing will be subject to the Company fulfilling all of
the listing requirements of the TSX. The Company intends to list the Warrants on
the NYSE MKT within 90 days of the closing of the Offering, subject to the
Company fulfilling all of the listing requirements of the NYSE MKT. The Company
has granted the underwriters an option, exercisable at the offering price at any
time prior to 5:00 p.m. (Toronto time) on the day that is the 30<SUP>th
</SUP>day following the closing date of the Offering, to purchase up to an
additional 15% of the base Units offered in the Offering (which may be exercised
for Units, Shares, Warrants or a combination thereof) to cover over-allotments,
if any, and for market stabilization purposes. The Offering is expected to close
on or about September 20, 2016, subject to obtaining customary TSX and
NYSE MKT approvals.</P>
<P align=justify>The Company intends to use the net proceeds of the Offering (i)
to continue to finance the previously announced shaft sinking and evaluation at
the Company&#146;s high-grade Canyon mine project in Arizona; (ii) to continue to
fund wellfield construction at the Company&#146;s Nichols Ranch Project in Wyoming;
(iii) to continue permitting of the Company&#146;s projects, including Roca Honda and
Jane Dough; (iv) to repay principal on outstanding indebtedness; and (v) for
general corporate needs and working capital requirements. However, management of
Energy Fuels will have discretion with respect to the actual use of the net
proceeds of the Offering and there may be circumstances where, for sound
business reasons, a reallocation of the net proceeds is necessary.</P>
<P align=justify>The Company intends to file a final prospectus supplement (the
&#147;<B>Supplement</B>&#148;) in both Canada and the United States to its Canadian short
form base shelf prospectus (the &#147;<B>Canadian Base Prospectus</B>&#148;) dated June
14, 2016 and its U.S. shelf registration statement on Form S-3 (the
&#147;<B>Registration Statement</B>&#148;) which was declared effective on May<B> </B>5,
2016. Before investing, you should read the prospectus in both the Canadian Base
Prospectus as well as in the Registration Statement and other documents the
Company has filed with the United States Securities and Exchange Commission and the Canadian Securities regulators for
more complete information about the Company and this offering. Copies of the
Supplement and the Underwriting Agreement will be, and the Canadian Base
Prospectus and the Registration Statement are, available for free by visiting
the Company&#146;s profiles on SEDAR at www.sedar.com or EDGAR at
www.sec.gov/edgar.shtml, as applicable. Alternatively, investors may ask the
underwriters or the Company to send them the Supplement, when available, the
Canadian Base Prospectus and/or the base prospectus contained in the
Registration Statement by contacting Cantor Fitzgerald Canada Corporation,
attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto,
ON, M5H 3M7, email: ecmcanada@cantor.com or Rodman &amp; Renshaw a unit of H.C.
Wainwright &amp; Co., LLC, 430 Park Avenue, New York, NY 10022, email:
placements@hcwco.com, or the Company&#146;s Investor Relations department at (303)
974-2140. </P>
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<P align=justify>This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of, Units, Warrants
or Shares in any state or province in which such offer, solicitation or sale
would be unlawful, prior to registration or qualification under the securities
laws of any such state, province, or other jurisdiction.</P>
<P align=justify><B><I>About Energy Fuels </I></B><I>Energy Fuels is a leading
integrated US</I><I>-</I><I>based uranium mining company, </I><I>supplying
U<SUB>3</SUB>O<SUB>8 </SUB>to major nuclear utilities. Energy Fuels holds three
of America&#146;s key uranium </I><I>production centers, the White Mesa Mill in Utah,
the Nichols Ranch Processing Facility in Wyoming, and the Alta Mesa Project in
Texas. The White Mesa Mill is the only conventional uranium mill operating in
the U.S. today and has a licensed capacity of over 8 million pounds of
</I><I>U<SUB>3</SUB>O<SUB>8</SUB> per year. The Nichols Ranch Processing
Facility is an in situ recovery (&#147;ISR&#148;) production </I><I>center with a licensed
capacity of 2 million pounds of U<SUB>3</SUB>O<SUB>8</SUB> per year. Alta Mesa
is an ISR</I><I>production center currently on care and maintenance.
Energy Fuels also has the largest NI 43</I><I>-</I><I>101 compliant uranium
resource portfolio in the U.S. among producers, and uranium mining projects
located in a number of Western U.S. states, including one producing ISR project,
mines on standby, and mineral properties in various stages of permitting and
development. The Company&#146;s common shares are listed on the NYSE MKT under the
trading symbol &#147;UUUU&#148;, and on the TSX under the trading symbol &#147;EFR&#148;. </I></P>
<P align=justify><B>CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS</B></P>
<P align=justify><I>This news release contains certain &#147;Forward-Looking
Information&#148; and &#147;Forward Looking Statements&#148; within the meaning of applicable
Canadian and United States securities legislation, which may include, but is not
limited to, statements with respect to the expected closing date of the
Offering, the timing for listing of the Warrants on the NYSE MKT and the TSX,
and the use of proceeds from the Offering. These forward-looking statements can
be identified by the use of forward-looking terminology such as "intends",
"may," "will," "plans," "believes," "anticipates," "expects," "estimates,"
"predicts," "potential," "continue," "opportunity," "goals," or "should". All
statements, other than statements of historical fact, herein are considered to
be forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the closing date
of the Offering (if any) or the use of proceeds from the Offering to be
different from those expressed by the forward-looking statements. Factors that
could cause such events to differ from those anticipated in these
forward-looking statements include risks associated with: the Company&#146;s ability
to satisfy the conditions to closing of the Offering and to use the proceeds
from the Offering as expected, the </I></P>
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<P align=justify><I>ability to satisfy the requirements to list the Warrants on
the NYSE MKT and the TSX, which could be affected by many of the risks described
under the caption &#147;Risk Factors&#148; in the Company&#146;s Annual Information Form dated
March 15, 2016, which is available for review on SEDAR at www.sedar.com, and its
Annual Report on Form 10-K, which is available for review on EDGAR at
</I>www.sec.gov/edgar.shtml<I> and in the Supplement dated the date hereof and
which will be available for review on SEDAR and EDGAR shortly. Forward-looking
statements contained herein are made as of the date of this news release, and
the Company disclaims, other than as required by law, any obligation to update
any forward-looking statements whether as a result of new information, results,
future events, circumstances, or if management&#146;s estimates or opinions should
change, or otherwise. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, the reader is
cautioned not to place undue reliance on forward-looking statements. </I></P>
<P align=justify><I>The Company assumes no obligation to update the information
in this communication, except as otherwise required by law.</I> </P>
<P align=justify><B>Investor Inquiries: </B></P>
<P align=justify><B>Energy Fuels Inc.</B> <BR>Curtis Moore <BR>VP &#150; Marketing
and Corporate Development <BR>(303) 974-2140 or Toll free: (888) 864-2125
<BR>investorinfo@energyfuels.com <BR><U>www.energyfuels.com</U><BR></P>
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<DESCRIPTION>EXHIBIT 99.5
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<P align=center><B><FONT size=5>Energy Fuels Increases Previously Announced Bought Deal Offering of Units to US$13,050,000 </FONT></B></P>
<P align=center><b>Lakewood, Colorado &ndash; September 15,  2016</b></P>
<p align="justify"><b>Energy  Fuels Inc. (NYSE MKT:UUUU; TSX:EFR) (&ldquo;Energy Fuels&rdquo; or the &ldquo;Company&rdquo;) </b>is pleased to announce that due  to increased demand, it has entered into an amended and restated underwriting agreement  (as amended and restated, the &ldquo;<b>Underwriting  Agreement</b>&rdquo;) with a syndicate of underwriters led by Cantor Fitzgerald  Canada Corporation and Rodman &amp; Renshaw a unit of H.C. Wainwright &amp;  Co., LLC, acting as co-lead underwriters and joint book-running managers to  increase the size of the previously announced bought deal to US$13,050,000.<b>
</b>Pursuant to the Underwriting Agreement, the underwriters have agreed to buy
on a bought deal, underwritten basis 7,250,000 units (the &ldquo;<b>Units</b>&rdquo;) at  a price of US$1.80<b> </b>
per Unit for gross proceeds of US$13,050,000 (the &ldquo;<b>Offering</b>&rdquo;).  As previously announced, each  Unit consists of one common share  (each a &ldquo;<b>Share</b>&rdquo;) and one half of one  common share purchase warrant (each whole warrant, a &ldquo;<b>Warrant</b>&rdquo;). &nbsp;Each Warrant  will be exercisable for five years following the closing date and will entitle  the holder thereof to acquire one Share upon exercise at an exercise price of  US$2.45 per Share.  The Company has applied to list the Warrants  on the Toronto Stock Exchange (the &ldquo;<b>TSX</b>&rdquo;),  though listing will be subject to the Company fulfilling all of the listing  requirements of the TSX.  The Company intends to list the Warrants on the NYSE MKT  within 90 days of the closing of the Offering, subject to the Company  fulfilling all of the listing requirements of the NYSE MKT.  The Company has granted the underwriters an  option, exercisable at the offering price at any time prior to 5:00 p.m.  (Toronto time) on the day that is the 30th day following the closing  date of the Offering, to purchase up to an additional 15% of the base Units offered  in the Offering (which may be exercised for Units, Shares, Warrants or a  combination thereof) to cover over-allotments, if any, and for market  stabilization purposes. &nbsp;The Offering is  expected to close on or about September 20, 2016, subject to obtaining  customary TSX and NYSE MKT approvals.  The  Company intends to rely on the exemption set forth in Section 602.1 of the TSX  Company Manual which provides that the TSX will not apply certain of its  requirements to issuers whose shares are listed on another recognized stock  exchange such as the NYSE MKT.</p>
<p align="justify">As previously announced, the Company intends to use  the net proceeds of the Offering (i) to continue to finance the previously  announced shaft sinking and evaluation at the Company&rsquo;s high-grade Canyon mine  project in Arizona; (ii) to continue to fund wellfield construction at the  Company&rsquo;s Nichols Ranch Project in Wyoming; (iii) to continue permitting of the  Company&rsquo;s projects, including Roca Honda and Jane Dough; (iv) to repay  principal on outstanding indebtedness; and (v) for general corporate needs and  working capital requirements. However, management of Energy Fuels will have  discretion with respect to the actual use of the net proceeds of the Offering  and there may be circumstances where, for sound business reasons, a  reallocation of the net proceeds is necessary. </p>
<p align="justify">The Company intends to file a final  prospectus supplement (the &ldquo;<b>Supplement</b>&rdquo;)  in both Canada and the United States to its Canadian short form base shelf  prospectus (the &ldquo;<b>Canadian Base  Prospectus</b>&rdquo;) dated June 14, 2016 and its U.S. shelf registration statement  on Form S-3 (the &ldquo;<b>Registration Statement</b>&rdquo;)  which was declared effective on May<b> </b>5,  2016.  Before investing, you should read  the prospectus in both the Canadian Base Prospectus as well as in the Registration  Statement and other documents the Company has filed with the United States  Securities and Exchange Commission and the Canadian Securities regulators for  more complete information about the Company and this offering. &nbsp;Copies of the Supplement and the Underwriting  Agreement will be, and the Canadian Base Prospectus and the Registration  Statement are, available for free by visiting the Company&rsquo;s profiles on SEDAR  at www.sedar.com or EDGAR at www.sec.gov/edgar.shtml, as applicable.  Alternatively, investors may ask the  underwriters or the Company to send them the Supplement, when available, the  Canadian Base Prospectus and/or the base prospectus contained in the Registration  Statement by contacting Cantor Fitzgerald Canada Corporation, attention: Equity  Capital Markets, 181 University Avenue, Suite 1500,&nbsp;Toronto, ON, M5H 3M7,  email:&nbsp;ecmcanada@cantor.com or Rodman &amp; Renshaw a unit of&nbsp;H.C.  Wainwright&nbsp;&amp; Co., LLC, 430 Park Avenue,&nbsp;New York, NY&nbsp;10022,  email:&nbsp;placements@hcwco.com, or the Company&rsquo;s Investor  Relations department at (303) 974-2140.</p>
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<p align="justify">This press release shall not  constitute an offer to sell or a solicitation of an offer to buy, nor shall  there be any sale of, Units, Warrants or Shares in any state or province in  which such offer, solicitation or sale would be unlawful, prior to registration  or qualification under the securities laws of any such state, province, or  other jurisdiction.</p>
<p align="justify"><b><i>About Energy Fuels</i></b> <i>Energy Fuels is a leading  integrated US&#8208;based uranium mining company, supplying U<sub>3</sub>O<sub>8</sub>  to major nuclear utilities. Energy Fuels holds three of America&rsquo;s key uranium  production centers, the White Mesa Mill in Utah, the Nichols Ranch Processing  Facility in Wyoming, and the Alta Mesa Project in Texas. The White Mesa Mill is  the only conventional uranium mill operating in the U.S. today and has a  licensed capacity of over 8 million pounds of U<sub>3</sub>O<sub>8</sub> per  year. The Nichols Ranch Processing Facility is an in situ recovery (&ldquo;ISR&rdquo;)  production center with a licensed capacity of 2 million pounds of U<sub>3</sub>O<sub>8</sub>  per year. Alta Mesa is an ISR production center currently on care and  maintenance. Energy Fuels also has the largest NI 43&#8208;101 compliant uranium  resource portfolio in the U.S. among producers, and uranium mining projects  located in a number of Western U.S. states, including one producing ISR  project, mines on standby, and mineral properties in various stages of  permitting and development. The Company&rsquo;s common shares are listed on the NYSE  MKT under the trading symbol &ldquo;UUUU&rdquo;, and on the TSX under the trading symbol  &ldquo;EFR&rdquo;.</i></p>
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<p align="justify"><b>CAUTIONARY STATEMENT REGARDING  FORWARD-LOOKING STATEMENTS</b></p>
<p align="justify"><em>This news release  contains certain &ldquo;Forward-Looking Information&rdquo; and &ldquo;Forward Looking Statements&rdquo;  within the meaning of applicable Canadian and United States securities  legislation, which may include, but is not limited to, statements with respect  to the expected closing date of the Offering, the timing for listing of the  Warrants on the NYSE MKT and the TSX, and the use of proceeds from the Offering.   These forward-looking statements can be identified by the use of  forward-looking terminology such as &quot;intends&quot;, &quot;may,&quot;  &quot;will,&quot; &quot;plans,&quot; &quot;believes,&quot;  &quot;anticipates,&quot; &quot;expects,&quot; &quot;estimates,&quot;  &quot;predicts,&quot; &quot;potential,&quot; &quot;continue,&quot; &quot;opportunity,&quot;  &quot;goals,&quot; or &quot;should&quot;.  All statements, other than  statements of historical fact, herein are considered to be forward-looking  statements.  Forward-looking statements involve known and unknown risks,  uncertainties and other factors which may cause the closing date of the  Offering (if any) or the use of proceeds from the Offering to be different from  those expressed by the forward-looking statements.  Factors that could  cause such events to differ from those anticipated in these forward-looking statements  include risks associated with: the Company&rsquo;s ability to satisfy the conditions  to closing of the Offering and to use the proceeds from the Offering as  expected, the ability to satisfy the requirements to list the Warrants on the  NYSE MKT and the TSX, which could be affected by many of the risks described  under the caption &ldquo;Risk Factors&rdquo; in the Company&rsquo;s Annual Information Form dated  March 15, 2016, which is available for review on SEDAR at www.sedar.com, and its  Annual Report on Form 10-K, which is available for review on EDGAR at </em>www.sec.gov/edgar.shtml<em> and in the Supplement  dated the date hereof and which will be available for review on SEDAR and EDGAR  shortly.  Forward-looking statements contained herein are made as of the  date of this news release, and the Company disclaims, other than as required by  law, any obligation to update any forward-looking statements whether as a  result of new information, results, future events, circumstances, or if  management&rsquo;s estimates or opinions should change, or otherwise.  There can  be no assurance that forward-looking statements will prove to be accurate, as  actual results and future events could differ materially from those anticipated  in such statements.  Accordingly, the reader is cautioned not to place undue  reliance on forward-looking statements.</em></p>
<p align="justify"><em>The Company  assumes no obligation to update the information in this communication, except  as otherwise required by law.</em></p>
<p align="justify"><b>Investor Inquiries:</b></p>
<p align="justify"><b>Energy  Fuels Inc.</b><br>
  Curtis Moore<br>
  VP &ndash; Marketing and Corporate Development<br>
  (303) 974-2140 or Toll free: (888) 864-2125<br>
  investorinfo@energyfuels.com<br>
  <u>www.energyfuels.com</u>&nbsp;
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