エデサバイオテックの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2025

Edesa Biotech, Inc.

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada		001-37619		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Spy Court
Markham, Ontario, Canada L3R 5H6

(Address of Principal Executive Offices)

(289) 800-9600

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Shares		EDSA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On February 12, 2025, Edesa Biotech, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with affiliates of Velan Capital Investment Management LP (the “Lead Investors”) and several additional investors signatory thereto (the “Additional Investors” and together with the Lead Investors, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”), an aggregate of (i) 834 shares (the “Preferred Shares”) of the Company’s newly designated Series B-1 Convertible Preferred Shares, stated value $10,000 per share, each of which is initially convertible into approximately 5,208 common shares (the “Conversion Shares”), without par value, of the Company (the “Common Shares”) at a conversion price of $1.92 per Conversion Share, and (ii) 3,468,746 Common Shares (the “Shares”). The purchase price per Preferred Share was $10,000 and the purchase price per Share was $1.92. The gross proceeds to the Company from the Private Placement were approximately $15.0 million, prior to deducting offering expenses payable by the Company. The Private Placement closed on February 12, 2025 (the “Closing Date”).

The Company expects to use the net proceeds from the Private Placement to fund the continued advancement of EB06, its CXCL10 monoclonal antibody into a Phase 2 clinical study in subjects with nonsegmental vitiligo, and for working capital and general corporate purposes. The proceeds are expected to fund Edesa’s CXCL10 antibody program through the end of fiscal 2026.

For a description of the terms of the Preferred Shares, see Item 5.03 below.

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. The representations and warranties of each party set forth in the Purchase Agreement have been made solely for the benefit of the other parties to the Purchase Agreement, and such representations and warranties should not be relied on by any other person.

Investor Rights Agreement

In connection with the Purchase Agreement, on February 12, 2025, the Company also entered an Investor Rights Agreement (the “IRA”) with the Investors, whereby the Company agreed to provide the Investors with certain registration and other rights. Pursuant to the terms of the IRA, the Company agreed to (i) use reasonable best efforts to file a registration statement for the resale of the Shares and Conversion Shares (together, the “Registrable Securities”) within 30 days after the Closing Date and cause such registration statement to become effective no later than 75 days after the Closing Date (or 120 days in the event of a full review by the Securities and Exchange Commission) and (ii) use reasonable best efforts to keep any such registration statement continuously effective until the date that all of the Registrable Securities (X) have been sold under such registration statement, (Y) have been sold pursuant to Rule 144, or (Z) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. In the event that the Company fails to timely file a registration statement or comply with certain covenants in the IRA, the Company will become subject to liquidated damages calculated as provided in the IRA.

The IRA provides that the board of directors of the Company (the “Board of Directors”), following the next annual general meeting of shareholders, shall consist of 7 members, one of which shall be a director nominated by the Lead Investors (the “Lead Investor Nominee”), who shall serve on the Board of Directors effective as of the Closing Date, until the earlier of such time as (i) the Lead Investors no longer hold at least 51% of the Common Shares (calculated on an as-converted-to-Common Shares basis), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company Shares, issued to the Lead Investors in the Private Placement and (ii) the Lead Investors beneficially own less than 5% of the outstanding Common Shares as a result of a disposition of shares by the Lead Investors (such period, the “Lead Investor Rights Period”). The Company also agreed to use its reasonable best efforts to solicit shareholder approval of the Lead Investor Nominee at each general or special meeting of shareholders of the Company at which an election of directors is held during the Lead Investor Rights Period.

Additionally, the IRA includes certain protective provisions that restrict the Company’s ability to, among other things, (i) amend, modify, alter or repeal any provision of the Company’s governing documents in a manner adverse to the holders of Preferred Shares, (ii) alter or change the special rights and restrictions of the Preferred Shares and (iii) increase or decrease the authorized number of Preferred Shares, in each case, without the written consent of the Lead Investors.

The Form of Purchase Agreement and Form of IRA are attached as Exhibits 10.1 and 10.2, respectively, hereto. The descriptions of the terms of the Purchase Agreement and IRA herein are not intended to be complete and are qualified in their entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Preferred Shares, Conversion Shares and Shares (collectively, the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Securities were offered in a private placement in Canada to “accredited investors” within the meaning of the Canadian National Instrument 45-106 - Prospectus Exemptions. The Securities issued are subject to applicable Canadian hold periods imposed under applicable securities legislation.

Item 3.03 Material Modiﬁcation to Rights of Security Holders.

The description of the terms of the Preferred Shares under Item 1.01 and Item 5.03 is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 12, 2025, in connection with the closing of the Purchase Agreement and pursuant to the terms of the IRA, the Company appointed David Liu, the Lead Investor Nominee, to serve on the Board of Directors with an initial term expiring at the next general meeting of shareholders of the Company. Dr. Liu will also serve on the Compensation Committee of the Board of Directors.

David Liu, age 39, has over 10 years of investment experience within the biopharmaceutical industry. From January 2023 to March 2024, and since December 2024, he has served as a Senior Analyst at Velan Capital Investment Management LP, a healthcare dedicated investment firm based in Alpharetta, Georgia. Prior to his current position, he served as a Biotech Analyst at Altium Capital Management, LP, an investment firm focused on healthcare companies from January 2019 to November 2022. He received his B.S. in Biological Sciences from Stanford University and his Ph.D. in Molecular Biology from Weil Cornell Graduate School of Medical Sciences. Dr. Liu is qualified to serve on the Board of Directors because of experience in the biopharmaceutical industry.

Dr. Liu will be eligible to receive the same compensation as the Company’s other non-employee directors as described under “Director Compensation” in the Company’s Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission on December 13, 2024, as amended on December 20, 2024. In addition, the Company intends to enter into an indemnification agreement with Dr. Liu, in substantially the form filed as Exhibit 10.4 to the Company's Current Report on Form 8-K/A filed on June 20, 2019, and incorporated herein by reference.

The Board of Directors has affirmatively determined that (i) Dr. Liu is independent under the rules of The Nasdaq Stock Market LLC, (ii) other than the IRA disclosed above, there is no arrangement or understanding between Dr. Liu and any other person pursuant to which Dr. Liu was appointed as a director of the Company, (iii) there are no familial relationships between Dr. Liu and any of the Company’s directors or executive officers and (iv) there are no transactions to which the Company is a party and in which Dr. Liu has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2025, the Company filed a notice of alteration to its articles to create the rights, preferences and restrictions pertaining to the Preferred Shares. The Preferred Shares have no par value and a stated value of $10,000 per share and rank, with respect to redemption payments, rights upon liquidation, dissolution or winding-up of the Company, or otherwise, senior in preference and priority to the Common Shares and each other class or series of shares ranking junior to the Preferred Shares.

If the Company declares or makes any dividend or other distribution to Common Shares, the holders of Preferred Shares will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on the Common Shares, when and if actually paid.

Each Preferred Share is convertible into a number of Common Shares calculated by dividing (i) the sum of the stated value of such Preferred Share by (ii) a fixed conversion price of $1.92. A holder of Preferred Shares will not have the right to convert any portion of its Preferred if, together with its affiliates, it would beneficially own in excess of 4.99% (or, at the option of the Investor, 9.99%) of the number of Common Shares outstanding immediately after giving effect to such conversion, provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%. The Preferred Shares do not have the right to vote on any matters except as required by law and do not contain any variable pricing features, or any price-based anti-dilutive features.

In the event of any liquidation, dissolution or winding-up of the Company, a holder of Preferred Shares shall be entitled to (i) receive, before any distribution or payment may be made with respect to Common Shares, an amount equal to 100% of the stated value or (ii) at its option, subject to the limitations on conversion, convert the Preferred Shares prior to such liquidation event.

The foregoing summary of the rights, preferences, restrictions and other matters pertaining to the Preferred Shares is not intended to be complete and is qualified in its entirety by reference to Part 28 of the Articles of Edesa - Special Rights and Restrictions Attaching to the Series B-1 Convertible Preferred Shares, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events

On February 13, 2025, the Company issued a press release announcing the execution of the Purchase Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Articles of Edesa Biotech, Inc.
10.1		Form of Securities Purchase Agreement.
10.2		Form of Investor Rights Agreement.
99.1		Press Release, dated February 13, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EDESA BIOTECH, INC.

Date: February 13, 2025	By:	/s/ Stephen Lemieux
	Name:	Stephen Lemieux
	Title:	Chief Financial Officer

EX-3.1 2 exh_31.htm EXHIBIT 3.1

Exhibit 3.1

EDESA BIOTECH, INC. (the “Company”) THE FOLLOWING IS AN EXTRACT OF RESOLUTIONS OF THE DIRECTORS OF THE COMPANY CONSENTED TO IN WRITING ON FEBRUARY 11, 2025 AND EFFECTIVE AS OF FEBRUARY 12, 2025 “NOW, THEREFORE, BE IT RESOLVED THAT: Amendment to Articles to Create Series B - 1 Convertible Preferred Shares 4. 319406.00024/311950351.1 The authorized share structure of the Company be amended to create a series of Preferred shares, without par value, designated with an identifying name of “Series B - 1 Convertible Preferred Shares”, with the maximum number of Series B - 1 Convertible Preferred shares which the Company is authorized to issue be set at 1 , 000 , in accordance with the provisions of the BCBCA , and pursuant to authority expressly vested in it by the provisions of the Articles ; 5. The existing Articles be altered by creating and attaching special rights and restrictions to the Series B - 1 Convertible Preferred Shares at Part 28 of the Articles, as set out in Schedule “A” ; 6. The alterations made to the Company’s authorized share structure and Articles shall not take effect until the Company’s Notice of Articles is altered to reflect such alterations to the authorized share structure and Articles of the Company ; 7. The Notice of Articles of the Company be altered to reflect the alterations to the authorized share structure and Articles of the Company approved herein by filing a Notice of Alteration with the Registrar of Companies ; 8. The Series B - 1 Convertible Preferred Shares to be issued to the purchasers under the SPA may be issued as uncertificated shares; 9. If a certificate for the Series B - 1 Preferred Shares is to be issued, the form of share certificate for the Series B - 1 Preferred Shares shall be such form as circulated to the directors ; 10. The Company appoints Fasken Martineau DuMoulin LLP to act as its agent for filing the Notice of Alteration to the Notice of Articles, which Notice of Alteration to the Notice of Articles shall reflect the alteration to the authorized share structure and the Articles of the Company authorized herein ; and 11. Any one Director or Officer of the Company is, and the agents of the Company are, hereby authorized and directed for and on behalf of the Company to execute and deliver, under corporate seal of the Company or otherwise, the Notice of Alteration and all such other documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable to give full effect to the above Resolutions . ”

319406.00024/309750857.1 EDESA BIOTECH, INC. (the “Company”) THE FOLLOWING IS AN EXTRACT OF RESOLUTIONS OF THE DIRECTORS OF THE COMPANY CONSENTED TO IN WRITING ON OCTOBER 30, 2024 AND EFFECTIVE AS OF OCTOBER 30, 2024 “NOW, THEREFORE, BE IT RESOLVED THAT: Amendment to Articles to Reflect Amended Terms of Series A - 1 Convertible Preferred Shares 5. The Alteration is approved whereby: (a) The authorized share structure of the Company is altered by increasing the number of Series A - 1 Preferred shares the Company is authorized to issue from 250 to 500 . (b) The existing special rights and restrictions attached to the Series A - 1 Preferred shares as set out in Part 27 of the Articles is altered by deleting the existing special rights and restrictions attached to the Series A - 1 Preferred Shares as set out in Part 27 of the Articles and replacing them in their entirety with the special rights and restrictions in the form as set out in Schedule “B” attached hereto and the existing Articles of the Company are amended by deleting the existing Part 27 and replacing them in their entirety with Part 27 as set out in Schedule “B” . 6. The alterations made to the Company’s authorized share structure and Articles shall not take effect until the Notice of Articles of the Company is altered to reflect such alterations to the authorized share structure and Articles of the Company . 7. The Notice of Articles of the Company be altered to reflect the alterations to the authorized share structure and the Articles of the Company by filing a Notice of Alteration with the Registrar of Companies . 8. The Series A - 1 Preferred Shares to be issued to the Investor may be issued as uncertificated shares. 9. If a certificate for the Series A - 1 Preferred Shares is to be issued, the form of share certificate for the Series A - 1 Preferred Shares shall be such form as circulated to the directors . 10. The Company appoints Fasken Martineau DuMoulin LLP to act as its agent for filing the Notice of Alteration to the Notice of Articles, which Notice of Alteration to the Notice of Articles shall reflect the alteration to the authorized share structure and the Articles of the Company authorized herein . 11. Any one Director or Officer of the Company is, and the agents of the Company are, hereby authorized and directed for and on behalf of the Company to execute and deliver, under corporate seal of the Company or otherwise, the Notice of Alteration and all such other documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable to give full effect to the above Resolutions . ”

EDESA BIOTECH, INC. (the "Company") THE FOLLOWING IS AN EXTRACT OF DIRECTORS' SEP ARATE RESOLUTIONS CONSENTED TO IN WRITING ON APRIL 17 , 2020 EFFECTIVE AS OF APRIL 17, 2020 RESOLVED THAT R ESOLVE D : the a u t h orized s h are st ru c tur e of the Co mp a n y b e amended to create a se ri es of Preferred s h a r es , w ith o ut par va lu e , d es i g n e d w ith a n id e nti fy in g n ame of " Se rie s A - 1 Co n ve rtibl e Preferred s h a r es ", w ith the ma x imum numb e r of Se ri es A - I Co n vert ibl e Preferred s h a r es w hi c h the Co mp a n y i s a uth o ri ze d t o i ss u e b e set at 250 , in accor d a nc e w ith the p rov i s i o n s of the Business Corporations Act (Br iti s h Co lumbia ) (t h e "Ac t " ), a nd pursuant to a uth o ri ty ex pre ss l y vested in it by the provisions of th e Articles, ; RESOLVED: the exist in g Ar ti c l es be altered b y c r eat in g a nd attac hin g s p ec ial rights an d re s tri ct ion s to the Se ri es A - I Co n ver tibl e Pr efe rred S hare s as Part 27 of the Articles, as set out in Sc h e dule " A" . ; RESOLVED: the a lt eratio n s m ade to the Co mp a n y's a uth o ri ze d s har e st ructur e and Articles s hall n o t take effect until the Compa n y ' s Notice of A rti c l es i s a lt ere d t o r eflect s u c h alterations to th e a uth o ri ze d s h are s tru ct ur e a nd Art i c l es of the Compa n y ; RESOLVED: th e Notice of A rticl es of the Co mpan y b e a lt ere d to r e flect the alterations to the a uth o ri ze d s har e str u ct ur e a nd Articles of the Co mp a n y a ppro ve d h e r e in b y filin g a Notice of Alteration w ith the R eg i st r a r of Co mp a ni es ; RESOLYEO: a n y Prop e r Officer is , a nd the age n ts of the Co mp a n y a r e, h e r e b y a uthori ze d and dir ecte d fo r a nd o n b e h a l f of the Co mp a n y to exec ut e and d e li ver, und e r co rp orate sea l of th e Co mp a n y o r otherwise, the Notice of Alteration a nd a ll s uch other d oc um en ts and in str um en t s a nd to d o a ll s uch ot h e r acts a nd thin gs as in hi s o r h e r o pini o n ma y b e nec essary o r de s irable to g i ve full effec t to th e a bov e r eso lution s ; R ESOLVE D : the Co mp a n y h ere b y a pp o int s Fasken Martineau DuM o ulin LLP to act as it s age nt for filin g the N ot ic e of Alteration to the Notice of A rti c l es , which Notic e of Alteration to the Notice of Articles s h a ll r e fl ec t the alteration to th e authorized s h a r e s tructure and t o th e s p ec i a l ri g ht s and r est ri ct i o ns in the Articles authorized her e in ; RESOLVED: the for m of s h a r e certificate for the Se ri es A - I Co n verti bl e Pr eferre d S h a r es , w hich i s a nn exe d h e r eto as Sc h edu l e " B ", b e and the sa m e i s h e reb y a ppro ve d , and adopted. 3 1 9 4 06 . 0000 5 /l 0 7 87 11 92 . 1 Part 27 deleted in its entirety and replaced with Part 27 attached hereto Approved by Directors: October 30, 2024 Effective: October 30, 2024 New Part 28 Added Approved by Directors: February 11, 2025 Effective: February 12 2025

BUS/NESS CORPORATIONS ACT AMENDED AND RESTATED ARTICLES OF EDESA BIOTECH, INC. [name changed from Stellar Biotechnologies, Inc . Effective June 7 , 2019] TABLE OF CONTENTS PART I INT E RPRETATION ........................... . .............. . .... . .. .. ................... ... ........ .... . . ...... . .. . ........... .. . ..... .. ................ I PART 2 S HARE S AND SHARE CE RTIFICAT ES .. . ............. . ............................ . ....................................................... 2 PART 3 ISSUE OF SHARES ................................. .......... .... ............. .. .. .. ........... . .. ...... . . ...... . ......... . . .... ... ............. .. . ...... 3 PART 4 SHARE REGISTERS . . ....................... . ................ ... .. . .. .. .. . .............. . .... .. .... . .... . . .. .. . . . .............. . . .... .. . ................ 4 PART 5 SHARE TRANSFERS . ................... .. ............. . ..... . . . ..... . .............. .. . . ... . . . ............. .. .. .. ........ .. .. . . . ... . .................... 4 PART 6 TRANSMISSION OF SHARES ................ ..... ......... .. ...... ....... ............ .. . . .. . ........ . ... . ...... . ............... . ....... . ......... 6 PART 7 PURCHAS E, REDEEM OR OTHERWISE ACQUIRE SHARES ......... . .......... . . .. . . . .... ........... ..... .... .... .. .. ..... 6 PART 8 BORROWING POW E RS .. . . . . . ..... . ... .... .. . ... . .. .. .. . ... ... .... .... ...... . .... ....... . . .. . . .. .. . . ..... ... . .. .... . .................... . ... ..... .... 7 PART 9 ALTERA TIONS .. . ..... .. .. ....... ....... . . .. ....... ..... .............. .. ... ... . ...... . ..... . ... . . . ...... . .. ................ ...... .. ... . .................. . . 8 PART 10 MEETINGS OF SHAREHOLDERS ........ . .... .. ..... ........................... ................ . . . ............ .. ..... . ...................... 9 PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS ......... . ............... . ... .......... . ...... .... ........... ...... ..... 11 PART 12 VOTES OF SHAREHOLDERS ...... .. .................. . ............ . .. . . ... . . . . .............................................................. 15 PART 13 DIRECTORS . .............. . ...... .. .... . ....... ........ ........... . ..... . ...... . ... .... . . .. . .. . . . ......... .... .... .... ..... ... .............. . ... .......... 19 PART 14 ELECTION AND REMOVAL OF DIR ECTO RS ...... . .......... ... .... .... . .... . . .. .... . ...... . .............. . .. . ...... . ..... .. ..... 20 PART 15 ALTERNATE DIRECTORS . .......... . . . ............ ..... .. ...... .. .. ... . .. ... . ......................... . .... . ......... . ............ . ........ . .. 22 PART 16 POW E RS AND DUTI ES OF DIRECTORS ... ......... .. ....................... . ......... .. ... . ........................... .. ............. 24 PART 17 INTERESTS OF DIR ECTO RS AND OFFICERS ... ..... . ......... . . . ... . ... ...... ... . . ........ . ... .. ......... ... . ................... 24 PART 18 PROCEEDINGS OF DIRECTORS ..... ............ ... ....... ... ... . . ... .... . ......................... .. ....... . ............... .... .. .... . . ... 26 PART 19 EXECUTIVE AND OTHER CO MMITT EES .................... .. ............. . ........................................................ 28 PART 20 OFFICERS .... . ................... . . .. .. ..... ... . ............... . . .. . ... ... . .................................... .. ...... . .. ...... ...... .................. ... 30 PART 21 INDEMNIFICATION ... . ... . ............... . ..... . .......................................... . ........................................................ 30 PART 22 DIVIDENDS .... .... ........ .................. .. .......... .. .. . .............. .. ....... .. ... . ..... . ... ..... . ..... .. ......... ........... . ............. . ...... 32 PART 23 ACCOUNTING RECORDS AND AUDITOR ...... . ........... .. . ....... ... .... ..... .................. .... . .. ... . ............... ....... 34 PART 24 NOTICES ...... .......... . ....... .... . .. .. . ................... . ... . .. . ................. . ............. .. ...................................... . ......... . ..... 34 PART 25 SEAL ... . .. . ....... . .. .. . . ......... ... . . ..... . ......... . . .. .. ......... . .. ............... .. ..... .. .................. . .... ......... ... . ........ .. . .. . ... . ... . ..... 36 PART 26 SPECIAL RIGHTS AND RESTRICTIONS OF THE PREFERRED SHARES .. .... ... ............................... 37 New Part 26 added by shareho l ders ' annual general and special meeting held on March 27 , 2018 and a Notice of Alteration filed with the BC Registries on April 9, 2018 at 11 : 11 AM Pacific Time .

LEGAL_245570 73.1 LEGAL_245570 7 3 . 1 BUSINESS CORPORATIONS ACT ARTICLES OF EDESA BIOTECH, INC. (the "Company") Number : C0867 l 78 PART 1 INTERPRETATION Definitions I. I In these Articles , unless the context otherwise requires: (a) " Act " means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act ; (b) " board of directors ", " directors " and " board " mean the directors or sole director of the Company for the time being ; (c) " Interpretation Act " means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act ; (d) " legal personal representative " means the personal or other le g al repre s entati v e of the shareholder ; (e) " registered address " of a shareholder means the shareholder ' s address as recorded in the central securities register ; (f) " sea l " means the s eal of the Company , if any ; (g) " share " means a s hare in the share structure of the Company ; and (h) " specia l majority " means the majority of votes described in † 11 . 2 which is required to pass a special resolution. Act and Interpretation Act Definitions Applicable 1.2 The definitions in the Act and the definitions and rules of construction in the Interpretation Act , with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Act and a definition or rule in the Interpretation Act relating to a term used in these Articles , the definition in the Act will prevail. If there is a conflict or inconsistency between these A1ticles and the Act , the Act will prevail.

L EGAL _24557073 . 1 - 2 - PART2 SHARES AND SHARE CERTIFICATES Authorized Share Structure 1. Th e a uth o ri ze d s hare s tru c tur e o f th e Co mp a n y co n s i s t s o f s har es of th e c l ass o r c l asses and se rie s, i f a n y, d esc rib e d in th e N o ti ce o f A r t i c l es of th e Co mpan y. Form of Share Certificate 2. Eac h s h a r e ce rtifr :a te i ss u e d b y th e Co mp a n y mu s t c o mpl y w ith , a nd b e s i g n e d as r e quir e d b y, th e Ac t. Shareholder Entitled to Certificate or Acknowledgment 3. Eac h s h a r e h o lder i s e ntitl e d , w ith o ut c h a r ge , t o ( a) o n e s h a r e ce r t ifi ca t e r e pr ese ntin g t h e s h a r es of eac h c l ass o r se ri es of s h a r es r eg i s t e r e d in th e s h a r e h o ld e r 's n a m e o r ( b ) a n o n - tr a n sfera bl e w ritt e n a c kn ow l e d g m e nt of th e s har e h o ld e r ' s ri g ht to o b ta in s u c h a s h a r e ce r t i fica t e , p rov id e d th at in r es p ec t o f a s h a r e h e ld j o intl y b y seve ral p e r so n s , th e Co mp a n y i s n o t b o und t o i ss u e m o r e th a n o n e s h a r e c e rtifi c at e o r a c kn ow l e d g m e nt and d e li ve r y of a s h a r e ce rtifi ca t e o r an ac kn ow l e d g m e n t t o o n e o f severa l j o int s har e h o ld e r s o r t o a dul y a uth o ri ze d a ge nt of o n e of th e j o int s h a r e h o ld e r s w i 11 b e s u ffic i e nt d e li ve r y t o a l I. Delivery by Mail 4. A n y s har e ce rtifi c at e o r n o n - t ra n sfe r a bl e w ritt e n ac kn ow l e d g m e nt of a s h a r e h o ld e r ' s ri g ht t o o bt a in a s h are ce r t ifi ca t e m ay b e se nt t o th e s h a r e h o ld e r b y m a il a t th e s h a r e h o ld e r ' r eg i stere d a ddr ess a nd n e ith e r th e Co mp a n y n o r a n y dir ec t o r , office r o r age n t of th e Co mp a n y i s li a bl e fo r a n y l oss to th e s h a r e h o ld e r b eca u se th e h a r e ce r t ifi cate o r ac kn ow l e d ge m e nt i l os t in th e m a il o r s t o l e n . Replacement of Worn Out or Defaced Certificate or Acknowledgement 5. If a s h a r e ce rtifi c, t t e o r a n o n - t ra n sfera bl e w ritt e n ac kn ow l e d g m e nt o f th e s h a r e h o ld e r ' s ri g ht t o o bt a in a s h a r e ce rtifi ca t e i s w o rn o ut o r d eface d , th e Co mp a n y mu s t , o n p ro du c ti o n o f th e s h a r e c e rtifi ca t e o r ac kn ow l e d g m e nt , as th e case m ay b e , a nd o n s u c h o th e r t e rm s, if a n y , as a r e d ee m e d tit : (a) ca n ce l th e s har e ce rtific a t e o r ac kn ow l e d g m e nt ; a nd (b) i ss u e a r e pl ace m e nt s h a r e ce r t ifi ca t e o r ac kn ow l e d g m e n t. Replacement of Lost , Stolen or De s troyed Certificate or Acknowledgment 6. I f a s h a r e ce rtifi c ate o r a n o n - tran sfe r a bl e w ritt e n ackn ow l e d g m e nt o f a s h a r e h o ld e r 's ri g ht t o o bt a in a h a r e ce 1tifi c at e i s l os t , s t o l e n o r d es t roye d , th e Compan y mu s t i ss u e a r e pl ace m e nt s h a r e ce 1 t ifi ca t e o r ac kn ow l e d g m e nt , as th e c a se m ay b e , t o th e p e r so n e ntitled t o that s h a r e ce rtifi cate o r a c kn ow l e d g m e nt , i f it r ece i ves: (a) pro o f sa ti s fa c t o ry t o it of th e l oss, th e ft o r d es truction ; and (b) a n y ind e mni ty th e dir ec t o r s co n s id e r a d e qu a t e.

L EGAL _24557073 . 1 - 3 - Splitting Share Certificates 2. 7 I f a s h a r e h o ld e r s urr e nd e r s a s h a r e ce 1t i fi ca t e t o th e Co mp a n y w ith a w ritt e n r e qu es t th a t th e Co mpan y i ss u e in th e s h a r e hold e r 's name t wo o r mo re s har e c e rtifi ca t es, eac h r e pr ese ntin g a s p ec ifi e d numb e r o f s h a r es a nd in th e agg r ega t e r e pr ese ntin g t h e sa m e numb e r of s h a r es as th e s h a r e ce 1 t ifi ca t e so s urr e nd e r e d , th e Co mp a n y mu s t can ce l th e s urr e nd e r e d s h a r e ce rtific a t e a nd i ss u e r e pl ace m e nt s h are ce 1tifi cates in acco rdan ce w ith that r e qu es t. Certificate Fee 8. T h e r e mu s t b e paid to th e Co mp a n y , in r e l a ti o n t o th e i ss u e of a n y s h a r e ce rtifi ca t e und e r † 2.5, † 2. 6 o r † 2 . 7, t h e a m o unt , i f a n y, n o t excee din g th e a m o un t pr esc rib e d und e r th e Ac t , d e t e rmin e d b y th e dir ec t ors . Recognition of Tru s t s 9. Exce pt as r e quired b y l aw o r sta tut e o r th ese A rti c l es , n o p e r so n w ill b e r ecog ni ze d b y th e Co mp a n y as h o ldin g a n y s har e up o n a n y t ru s t , a nd th e Co mpan y i s n o t b o und b y o r co mp e ll e d in a n y way t o r e c og ni ze (eve n w h e n h av in g n o ti ce th e r eof) a n y e quit a bl e , co ntin ge nt , f utur e o r p a rti a l int e r es t in a n y s h a r e o r fr ac ti o n of a s h a r e o r (exce p t as r e quir e d b y l aw o r s ta t ut e o r th ese A 1ti c l es o r as o rd e r e d by a co urt o f co mp ete ntjuri s di c ti o n ) a n y o th e r ri g ht s in r es p ec t of a n y s h a r e exce pt a n a b so lut e ri g ht t o t h e entir ety ther eof in th e s h a r e h o ld e r . P A RT3 ISS UE OF S HARE S Director s Authorized 3. I S ubj ec t t o th e Ac t a nd th e ri g ht s , i f a n y , of th e h o ld e r s o f i ss u e d s h a r es of th e Co mp a n y , th e Co mp a n y m ay a ll o t , i ss u e , se ll o r o th e r w i se di s p ose of th e uni ss u e d s h a r es , a nd i ss u e d s h a r es h e ld b y th e Co mp a n y , a t th e tim es , to t h e p e r so n s , in c ludin g dir ec t o r s , in th e m a nn e r , o n t h e t e rm s a nd co nditi o n s a nd fo r t h e co n s id era ti o n ( in c ludin g a n y pr e mium at w hi c h s h a r es w ith p a r va lu e m ay b e i ss u e d ) th a t th e dir ec t o r s m ay d ete rmin e. T h e i ss u e pri ce fo r a s h a r e w ith p a r va lu e mu s t b e e qu a l t o o r g r ea t e r th a n t h e p a r va lu e o f th e s h a r e. Commissions and Discounts 2. T h e Co mpan y m ay a t a n y tim e p ay a r easo n a bl e co mmi ss i o n o r a ll ow a r e a so n a bl e di sco un t to a n y p e r so n in co n s id erat i o n of th a t p e r so n ' s pur c h ase o r ag r ee m e nt t o p ur c h ase s h a r es o f th e Co mp a n y fr o m th e Co mp a n y o r a n y o th e r p e r so n 's p roc ur e m e nt o r ag r ee m e nt t o pro c ur e pur c h ase r s fo r s h a r es of th e Co mp a n y. Brokerage 3. Th e Co mp a n y m ay p ay s u c h b ro k e ra ge fee o r o th e r co n s id e r a ti o n as m ay b e l aw ful fo r o r in c o nn ec ti o n w ith th e sa l e o r pl ace m e nt of it s sec uriti es.

L EGAL _24557073 . 1 - 4 - Conditions of Issue 4. Exce pt as pro v id e d fo r b y th e Ac t , n o s h a r e m ay b e i ss u e d until it i s full y p a id . A s h a r e i s full y paid wh e n : (a) c o n s id e rati o n i s pro v id e d t o t h e Co mp a n y fo r th e i ss u e of th e s har e b y o n e o r m o r e o f t h e fo ll ow in g : (i) p as t se r v i ces p e r fo rm e d fo r th e Co mp a n y; (ii) p ro p e 1 ty; (iii) m o n ey; a nd (b) th e valu e o f th e c on s id e rati o n r ece i ve d b y th e Co mp a n y e qu a l s o r excee d s th e i ss u e pri ce se t fo r th e s h a r e und e r † 3 . I . Share Purchase Warrants and Rights 5. S ubj ec t t o th e Ac t , th e Co mp a n y m ay i ss u e s h a r e purch ase wa rrant s, o pti o n s a nd ri g ht s up o n s uch term s a nd co nditi o n s as th e dir e ct o r s d e t e rmin e, w hi c h s h a r e pu rc h ase wa rrant s , o pti o n s a nd ri g ht s m ay b e i ss u e d a l o n e o r in co njun c ti o n w ith d e b e ntur es , d e b e ntur e s t oc k , b o nd s , s h a r es o r a n y o th e r sec uriti es i ss u e d o r c r ea t e d b y t h e Co mp a n y fr o m tim e t o tim e . PART4 SHARE REGISTERS Central S e curities Re g ister 4. 1 As r e quir e d b y a nd s ubj ec t t o t h e Ac t , th e Co mp a n y mu s t m a int a in in Briti h Co lumbi a a ce nt ra l sec uriti es r eg i ste r a nd m ay a pp o in t a n age nt t o m a int a in s u c h r eg i ste r. T h e dir ec t o r s m ay a pp o in t o n e o r m o r e age nt s, in c ludin g th e age nt a pp o int e d t o k ee p th e ce nt ra l sec uriti es r eg i s t e r , as t ran sfe r age nt fo r s h a r es o r a n y c l ass o r se ri es of s h a r es a nd th e sa m e o r an o th e r age nt as r eg i s trar fo r s h a r es o r s u c h c l ass o r se ri es o f s h a r es , as th e case m ay b e. Th e dir ec t o r s m ay t e rmin a t e s u c h a pp o intm e nt o f a n y age nt at a n y tim e a nd m ay a pp o int a n o th e r age nt in it s pl ace. PARTS SHARE TRANSFERS Registering Tran s fer s 1.

! \ tran sfe r o f a s h a r e mu s t n ot b e r eg i s t e r e d unl ess th e Comp a n y o r th e tran sfe r age nt o r reg i s trar fo r th e c l ass o r se ri es o f s h a r es t o b e tran s ferr e d h as r e c e i ve d : (a) exc ept as exe mpt e d b y th e Ac t , a dul y s i g n e d proper in s trum e nt o f tran sfe r in r es p ec t o f th e s h a r e ; L EGAL _24557073 . 1 - 5 - (b) if a share certificate has been issued by the Company in respect of the share to be tran sfe rr e d , that share certificate ; (c) if a non - transferable written acknowledgment of the s har e h o lder ' s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred , that acknowledgment ; and ( d) such other evidence, if any , as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the tran sfero r ' s right to transfer the s hare , the due signing of the instrument of transfer and the right of the transferee to have the transfer registered. Form of Instrument of Transfer 2. The instrument of transfer in respect of any share of the Company must be either in the form , if any , on the back of the Co mpan y ' s share certificates of that class or series or in some other form that may be approved by the directors. Transferor Remains Shareholder 3. Except to the extrnt that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is entered in a securities register of the Company in respect of the transfer. Signing oflnstrument of Transfer 4. If a s har e h o ld e r , or the s h a r e hold e r ' s duly authorized attorney , signs an instrument of transfer in respect of shares registered in the name of the s har e holder , the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its dir ecto r s , officers and agents to register the number of shares specified in the instrument of transfer or specified in any other m a nn e r , or, if no number is s p ec ified , all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of tran fer: (a) in the name of the person named as transferee in that instrument of tran s fer; or (b) if no person is named as transferee in that instrument of transfer , in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer r eg i ste r e d . Enquiry as to Title Not Required 5. Neither the Company nor any director , officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such s hare s , of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

L EGAL _24557073 . 1 - 6 - Transfer Fee 5 . 6 Th e re mu s t b e p a id t o th e Co mp a n y, in r e l a ti o n t o th e r eg i s trati o n o f a tr a n sfe r , th e am o unt , if a n y, d e t e rmin e d b y th e dir ec t o r s. PART6 TRANSMISSION OF SHARES Legal Personal Representative Recognized on Death 1. In c a se o f th e d e ath o f a s h a r e h o ld e r , th e l ega l p e r so n a l r e pr ese nt a ti ve of th e s h a r e h o ld e r , o r in th e case o f s h a r es r eg i s t e r e d in t h e s h a r e h o ld e r ' s nam e a nd th e n a m e o f a n o th e r p e r so n in jo int t e n a n cy , th e s ur v i v in g j o int h o ld e r , w ill b e th e o nl y p e r so n r ecog ni ze d b y th e Co mp a n y as h av in g a n y titl e t o th e s h a r e h o ld e r ' s int e r es t in th e s h ares. B e for e r ecog ni z in g a p e r so n as a l eg al p e r so n a l r e pr ese nt a ti ve o f a s h a r e h o ld e r , th e Co mpan y s h a ll r ece i ve th e d oc um e nt a ti o n r e quir e d b y th e Ac t. Rights of Legal Personal Representative 2. Th e l eg al p e r so n a l r e p r e e ntati ve o f a s h a r e h o ld e r h as th e sa m e ri g ht s, pri v il eges a nd o bli g ati o n s th a t a tt ac h t o th e s h a r es h e ld b y th e s har e h o ld e r , in c ludin g th e ri g ht t o tran sfe r th e s h a r es in a cco rd a n ce w ith th ese Arti c l es , p rov id e d th e d oc um e nt s r e quir e d b y th e Ac t a nd th e dir ec t o r s h ave b ee n d e p os it e d w ith th e Co mp a n y. Th is † 6.2 d oes n o t a ppl y in th e case of th e d ea th of a s h a r e h o ld e r w ith r es p ec t t o h a r e r eg i s t e r e d in th e n a m e of th e s h a r e h o ld e r a nd th e n a m e o f a n o th e r p e r so n in j o int t e n a n cy. PART7 PURCHASE , REDEEM OR OTHERWISE ACQUIRE SHARES Compan y Authorized to Purchase, Redeem or Otherwise Acquire Shares 1. S ubj ec t t o † 7.2, th e s p ec i a l ri g ht s o r r es tri c ti o n s a tt ac h e d t o th e s h a r es o f a n y c l ass o r se ri es a nd th e Ac t , th e Co mp a n y m ay , i f a uth o ri ze d b y th e dir ec t o r s, pur c h ase , r e d ee m o r o th e r w i se ac quir e a n y of it s s h a r es at th e pri ce a nd up o n th e t e rm s d e t e rmin e d b y th e dir ec t o r s . Purchase When Insolvent 7 . 2 Th e Co mpan y mu s t n o t m a k e a pa y m e nt o r p rov id e an y o ther c o n s id e rati o n t o pur c h ase, r e d ee m o r o th e r w i se a cquir e a n y of it s s h a r es if th e r e ar e r easo nabl e gro und s for b e ! i ev in g th a t: (a) th e Co mp a n y i s in so l ve nt ; o r (b) m a kin g th e p ay m e nt o r p rov idin g th e c o n s id e rati o n wo uld r e nd e r th e Co mp a n y in so l ve nt. Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares 7.3 If the C o mpan y r e t a in s a h a re r e de e m e d , purch ase d o r other w i se a cquir e d b y i t , th e C ompan y ma y s ell , g ift o r o th e r w i se di s p ose o f th e s h a r e , but , w hil e s uch s hare i s held b y th e Co mp a n y , it :

L EGAL _24557073 . 1 - 7 - (a) i s n o t e ntitl e d t o vo t e th e s h a r e a t a m ee tin g of it s s h a r e h o ld ers ; (b) mu s t n o t p ay a di v id e nd in r es p ec t of th e s har e ; a nd (c) mu s t n o t m a k e a n y other di s tributi o n in r es p ec t o f th e s h a r e. Company Entitled to Purchase, Redeem or Otherwise Acquire Share Fractions 7.4 Th e C omp a n y ma y, with o ut pri o r n o ti ce t o th e hold e r s , purch ase , r e d ee m o r o th e r w i se ac quir e fo r fa ir va lu e a n y a nd a ll o ut s t a ndin g s h a r e fr ac ti o n s of a n y c l ass o r kind of s h a r e s in it s a uth o ri z ed s har e s tru ct ur e as m ay ex i s t at an y tim e a nd fr o m tim e t o tim e . U p o n th e Co mp a n y d e li ve rin g th e purcha s e fund s a nd co nfirm a ti o n o f pur c ha se o r r e d e mpti o n o f th e s h a r e frac ti o n t o th e h o ld e r s ' r eg i s t e r e d o r la s t kn ow n addr ess , o r i f th e Co mp a n y h as a tran fe r a ge nt th e n t o s u c h age nt fo r th e b e n e fit of and fo r w ardin g t o s u c h h o ld e r s, th e Co mp a n y s h a ll th e r e up o n am e nd it s ce n t ral sec uriti es r eg i s t e r t o r e fl ec t th e pur c h ase o r r e d e mpti o n o f s u c h s h a r e fra c ti o n s a nd if th e Co mp a n y h as a tran s f e r age n t , s h a l I dir ec t th e tran sfe r age nt t o a m e nd th e c e nt ra l sec uriti es r eg i s t e r a c co rdin g l y. A n y h o ld e r of a s h a r e fr ac ti o n , w h o up o n r ece ipt of th e fund s a nd co nfirm a ti o n o f pur c h ase o r r e d e mpti o n of sa m e , di s put es th e fa ir va lu e p a id fo r th e fr ac ti o n , h a ll h ave th e ri g ht t o a ppl y t o th e co u11 t o r e qu es t th a t it se t th e pri ce a n d t e rm s o f p ay m e nt a nd m a k e co n se qu e nti a l o rd e r s a nd g i ve dir ec ti o n s th e co urt co n s id e r s app ro p r i a t e , as i f th e Co mp a n y we r e th e " ac quirin g p e r so n " as co nt e mplat e d b y Di v i s i o n 6 , Co mpul so r y Ac qui s iti o n s , und e r th e A c t a nd th e h o ld e r we r e a n " offe r ee " s ubj ec t t o th e p rov i s i o n s co nt a in e d in u c h Di v i s i o n , mut a ti s mut a n dis. PARTS BORROWING POWERS 8 . 1 T h e Co mp a n y , i f a uth o ri ze d b y th e dir ec t o r s , m ay : (a) b o r row m o n ey in th e m a nn e r a nd a m o unt o n th e sec uri ty , fro m th e s o ur ces a nd o n th e t e rm s a nd co nditi o n s th a t th ey co n id e r a pp ro pri a t e ; (b) i ss u e b o nd s , d e b e ntur es a nd o th er d e bt o bii ga ti o n s e ith e r o u tr i g ht o r as sec uri ty fo r a n y li a bili ty o r o bli ga ti o n of th e Co mp a n y o r a n y ot h e r p e r so n a nd a t s u c h di sco unt o r pr e mium s and o n s u c h o th e r t e rm s as t h e dir e ct o r s co n s id e r a pp ro pri ate ; (c) g u ara nt ee th e r e pa y m e n t of m o n ey b y a n y o th e r p e r so n o r t h e p e r fo rm a n ce of a n y o bli ga ti o n of a n y o th e r p e r so n ; a nd (d) m o rt gage , c h a r ge , w h et h e r b y way of s p ec ifi c o r fl oa tin g c h a r ge , g rant a sec urit y int e r es t in , o r g i ve o th e r sec uri ty o n , t h e w h o l e o r a n y p a rt o f th e pr ese nt a nd futur e asse t s a nd und e 1t a kin g o f th e Co mp a n y. 8 . 2 Th e p owe r s c o n fe rr e d und e r thi s P a t t 8 s h a ll b e d ee m e d t o in c lud e th e p owe r s co n fe rr e d o n a co mpan y b y Di v i s i o n VII of th e S p ecia l Corpora ti ons P owe r s Ac t b e in g c h a pt e r P - 1 6 o f th e R ev i se d S tatut es o f Qu e b ec, 1 9 88 , a nd eve r y s t a tut ory p rov i s i o n th a t m ay b e s ub s titut e d th e r efo r o r fo r a n y pro v i s i o n ther e in .

L EGAL _24557073 . 1 - 8 - PART9 ALTERATION S Alteration of Authorized Share Structure 1. S ubj ec t t o † 9 .2 a nd th e A c t , th e Co mp a n y m ay b y o rdin a r y r eso luti o n (o r a r eso luti o n of th e dir ec t o r s in th e case o f † 9 . l (c) o r † 9. l (t)): (a) c r ea t e o n e o r m o r e c l asses or se r ies of s h a r es o r , i f n o n e of th e s h a r es o f a c l ass or se ri e s of s h a r es a r e a ll o tt e d o r i ss u e d , e lim inat e that c l ass o r se ri es of s h a r es ; (b) incr e a se , r e duc e o r e limin a t e th e ma x imum numb e r o f s h a r es th a t th e Co mp a n y i s a uth o ri ze d t o i ss u e o ut o f a n y c l ass o r se ri es o f s h a r e s o r es t a bli s h a m ax imum numb e r of s h a r es th a t th e Co mp a n y i s a uth o ri ze d t o i ss u e o ut of a n y c l ass o r se ri es of s h a r es fo r whi c h n o m ax imum i s esta bli s h ed ; (c) s ubdi v id e o r co n so lid a t e a ll o r a n y of i ts uni ss u e d , o r full y p a id i ss u e d , s h a r es ; (d) if th e Co mpan y i s a uth o ri ze d t o i ss u e s h a r es of a c l ass of s h a r es w ith p a r va lu e: (i) d ec r ease th e p a r va lu e of th ose s h a r es ; o r (ii) i f n o n e of th e s h a r es o f th a t c l ass of s h a r es a r e a ll otte d o r i ss u e d , in c r ea s e th e p a r va lu e o f t h ose s h a r es ; (e) c h a n ge a ll o r a n y of it s uni ss u e d , o r full y p a id i ss u e d , s h a r es w ith p a r va lu e int o s h a r e s w ith o ut p a r va lu e o r a n y of i ts uni s u e d s h a r es w i t h o ut p ar va lu e int o s h a r es w ith p a r va lu e ; ( t) a lt e r th e id e ntif y in g n a m e of a n y o f it s s h a r es ; o r (g) o th e r w i se a lt e r it s s h a r es o r a uth o ri ze d s h a r e s tru c tur e w h e n r e quir e d o r p e rmitt e d t o d o so b y th e Ac t w h ere it d oes n o t s p ec i fy b y a s p ec ial r eso lu t i o n ; a nd , i f appli ca bl e , a lt e r it s No ti ce of A rti c l es and A rti c l es a cco rdin g l y. Special Rights or R e striction s 2. S ubj ec t t o th e Ac t a nd in p a 1 1 i c ul ar th ose p rov i s i o n s o f th e Ac t r e l a tin g t o th e ri g ht s o f h o ld e r s o f o u ts t a ndin g s h a r es to vo t e i f th e ir ri g h ts ar e pr e judi ce d o r int e r fe r e d w ith , th e Co mp a n y ma y b y o rdin a r y r eso luti o n : (a) crea t e s p ec i a l ri g ht s o r r es tri c ti o n s fo r , a nd a tt ac h th ose s p e ci a l ri g ht s o r r es tri c ti o n s t o , th e s h a r es o f a n y c l ass o r se ri es o f s har es , w h e th e r o r n o t a n y o r a ll o f th ose s h a r es h ave b ee n i ss u e d ; o r (b) va r y or d e l e t e a n y s p ec ial ri g ht s o r r es tri c ti o n s att ac h e d t o th e s h a r es o f a n y c l ass o r se ri es o f s h a r es , w h e th e r o r n ot a n y o r a ll o f th ose s h a r es h ave b ee n i ss u e d , and alt e r it s No ti ce of A rti c l es a nd A 11i c l es acco rdin g l y .

L EGAL _24557073 . 1 - 9 - Change of Name 3. T h e Co mp a n y m ay b y r eso luti o n of th e dir ec t o r s a uth o ri ze a n a lt erat i o n t o it s Not i ce of Articl es in o rder t o c h a n ge it s n a m e o r a d o pt o r c h a n ge a n y tran s l at i o n of th a t n a m e. Other Alterations 4. I f th e Ac t d oes n o t s p ec i fy th e ty p e o f r eso luti o n a nd th ese A rti c l es d o n o t s p ecify a n o th e r t y p e of r eso luti o n , th e Co mp a n y m ay b y o rdin ary r eso luti o n a lt e r th ese A rti c l es. PART 10 MEETING S OF SHAREHOLDER S Annual General Meeting s I 0.1 U nl ess a n a nnu a l ge n era l m ee tin g i s d efe rr e d o r wa i ve d in acco rd a n ce w i t h th e Act , t h e Co mp a n y mu s t h o ld i ts fir s t a nnu a l ge n e ral m ee tin g w ithin 18 m o nth s afte r th e d a t e o n w hi c h it was in co rp o rat e d o r o th e r w i se r ecog ni ze d , a nd afte r th a t mu s t h o ld a n a nnu a l ge n era l m eet in g a t l ea s t o n ce in eac h ca l e nd a r yea r a nd n o t m o r e th a n 15 m o nth s a ft e r th e la s t a nnu a l r efe r e n ce d a t e a t s u c h tim e a nd pl ace as m ay b e d ete rmin e d b y th e dir ec t o r s. Resolution Instead of Annual General Meetin g I 0 .2 I f a ll t h e s h a r e h o ld e r s w h o a r e e n t itl e d t o vo t e a t a n a nnu a l ge n era l m ee tin g co n se n t in w ritin g b y a un a nim o u s r eso luti o n t o a ll of t h e bu s in ess th a t i s r e quir e d to b e t ra n sac t e d a t th a t a nnu a l ge n era l m ee tin g , t h e a nnu a l ge n e r a l m ee tin g i s d ee m e d t o h ave b ee n h e ld o n th e d a t e of th e un a nim o u s r eso luti o n . T h e s h a r e h o ld er mu s t , in a n y un a nim o u s r eso lu t i o n p asse d und e r thi s † I 0 .2 , se l ec t as th e Co mp a n y 's a nnu a l r efe r e n ce d ate a d a t e th at wo uld b e a pp ro pri ate fo r t h e h o ldin g of th e a ppl ica bl e a nnu a l ge n e ral m eet in g. Calling of Meetings of Shareholder s 10 .3 T h e dir ec t o r s m ay , a t a n y t im e , ca ll a m ee tin g of s h a r e h o ld e r s . Notice for Meeting s of Shareholder s I 0.4 T h e Co mp a n y mu s t se nd n o ti ce of th e d ate , tim e a nd l oca ti o n o f a n y m ee tin g o f s h a r e h o ld e r s ( in c ludin g , w ith o ut limitati o n , a n y n o tic e s p ec i fy in g th e int e nti o n t o prop ose a r eso luti o n as a n exce pti o n a l r eso luti o n , a s p ec i a l r eso luti o n o r a s p ec i a l se p a rat e r eso luti o n , a nd a n y n o ti ce t o co n s id e r a pprovin g a n a m a l ga m a ti o n int o a fo r e i g n juri s di c ti o n , a n a rr a n ge m e nt o r th e a dopti o n of an amal ga mati o n ag r ee m e nt , a nd an y n o ti ce o f a ge n e ral m ee tin g , c l ass m ee tin g o r se ri es m ee tin g), in th e m a nn e r pro v id e d in th ese A rti c l es , o r in s u c h o th e r m a nn e r , i f a n y , as m ay b e pr esc rib e d b y o rdin a r y r eso luti o n (w h et h e r pr ev i o u s n o ti ce of th e r eso luti o n h as b ee n g i ve n o r n o t) , t o e a c h s h a r e h o ld e r e ntitl e d t o att e nd th e m ee tin g , to eac h dir ec t o r a nd t o th e a udit o r of th e Co mp a n y, unl ess th ese A r t i c l es o th e r w i se p rov id e, at l eas t th e fo ll ow in g numb e r of d ays b efo r e th e m ee tin g: (a) i f th e Co mp a n y i s a publi c co mp a n y , 2 1 da ys ; (b) ot h e r w i se , IO d ays.

L EGAL _24557073 . 1 - IO - Record Date for Notice I 0 . 5 Th e dir ec tor s m ay se t a dat e a s the r eco rd dat e for th e purp ose of d e t e rminin g s hareholder s e ntitl e d to n o ti ce o f an y m e etin g o f s h a r e hold e r s. T h e r e c o rd d a t e mu s t n o t pr ece d e th e d a t e on which th e m ee tin g i s t o b e h e ld b y m o r e th a n two m o nth s o r , in th e case of a ge n era l m ee tin g requi s iti o n e d b y s h a r e h o ld e r s und e r th e A c t , b y m o r e than fo ur m o nth s. Th e r eco rd d a t e mu s t n o t pr ece d e th e dat e o n w hich th e m ee tin g i s h e ld b y fewe r th a n : (a) if th e Co mp a n y i s a publi c co mp a n y , 2 1 d ays ; (b) o th e r w i se , IO d ays. If n o r eco rd d a t e i s se t , th e r eco rd d a t e i s 5 p . m . o n th e d ay imm e di a t e l y pr ece din g th e fir s t d a t e o n w hi c h th e n o ti ce i s se nt o r , if n o noti ce i s se nt , th e b eg innin g o f th e m ee tin g. Record Date for Voting I 0 .6 T h e dir ec t o r s m ay se t a d a t e as the r e c o rd dat e fo r th e purp ose of d e t e rminin g s har e h o ld e r s e ntitl e d t o vo t e a t a n y m eet in g of s h a r e h o ld er s. Th e r eco rd d a t e mu t n o t pr ece d e th e d a t e o n w hich th e m ee tin g i s t o b e h e ld b y m o r e th a n t wo m o nth s o r , in th e case o f a ge n e ral m ee tin g r e qui s iti o n e d b y s h a r e h o ld e r s und e r th e Ac t , b y m o r e th a n fo ur m o nth s. If n o r eco rd d ate i s s e t , th e r eco rd d a t e i s 5 p.m . o n th e da y imm e diat e l y pr ece din g th e fir s t d a t e o n whi c h th e n o ti ce i s se nt o r , i f n o n o ti ce i s se nt , th e b eg innin g of th e m ee tin g. Failure to Give Notice and Waiver of Notice I 0 .7 Th e acc id e nt a l o mi s s i o n t o se nd n o ti ce of a n y m ee tin g of s h a r e h o ld e r s t o , o r th e n o n - r e c e ipt o f a n y n o ti ce b y , a n y of th e p e r so n s e ntitl e d t o n o ti ce d oes n o t in va lid a t e a n y pro cee din gs a t th a t m ee tin g. A n y p e r so n e nti t l e d to n o ti ce o f a m ee tin g of s h a r e h o ld e r s m ay , in w ritin g o r o th e r w i s e , wa i v e th a t e ntitl e m e nt o r m ay ag r ee t o r e du ce th e p e ri o d o f th a t n o tic e. Att e ndan ce of a p e r so n at a m ee tin g of s h a r e h o ld e r s i s a wa i ve r of e ntitl e m e nt t o n o ti ce o f th e m ee tin g unl e s s th a t p e r so n a tt e nd s th e m ee tin g fo r th e ex pr ess purp ose o f o bj ect in g t o th e tran sac ti o n of a n y bu s in e s s o n th e gro und s th a t th e m ee tin g i s n o t l aw full y ca ll e d . Notice of Special Bu s ine ss at Meetings of Shareholders I 0 . 8 If a m ee tin g of s h 1 r e h o ld e r s i s to co n s id er s p ec i a l bu s in ess w ithin th e m ea nin g of † 11 . 1 , th e n ot i ce of m ee tin g mu s t: (a) s t a t e th e ge n e r a l n a tur e o f th e s p ec i a l bu s in ess ; a nd (b) if th e s p ec ial bu s in ess includ es c o n s id e rin g , a ppro v in g , ratif y in g , a d o ptin g o r auth o ri z in g a n y d oc um e nt o r th e s i g nin g o f o r g i v in g of e ff ec t t o a n y d oc um e nt , ha ve a tt ac h e d t o it a co p y of th e d oc um e nt o r sta t e th a t a co p y o f th e d o cum e nt w ill b e avail a bl e fo r in s p ec ti o n b y s h a r e h o ld e r s : (i) a t th e Co mp a n y 's r eco rd s o ffi ce , o r a t s u c h o th e r r eas on a bl y access ibl e l oca ti o n in Briti s h Co lumbi a as i s s p e cifi e d in th e n o ti ce ; a nd (ii) durin g s t at ut o r y bu s in ess h o ur s o n a n y o ne o r m o r e s p ec ifi e d d ays b efo r e th e d ay se t fo r t h e h o ldin g of th e m ee tin g .

L EGAL _24557073 . 1 - 11 - Place of Meetings I 0 . 9 In additi o n t o an y l oca ti o n in Briti s h Co lumbi a , a n y ge n e ral m ee tin g m ay b e h e ld in a n y location out s ide Briti s h C olumbia approv e d b y a r es olution o f th e dir ec t o r s . PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS Special Business I I . I A t a m ee tin g o f s h a r e h o ld e r s , th e fo ll ow in g bu s in ess i s s p ec i a l bu s in ess: (a) a t a m ee tin g o f s h a r e h o ld e r s th a t i s n o t a n a nnu a l ge n era l m eet in g , a ll bu s in ess i s s p ec i a l bu s in ess exce pt bu s in ess r e l a tin g t o th e co ndu c t o f o r vo tin g a t th e m ee tin g ; (b) a t a n a nnu a l ge n e r a l m ee tin g , a ll bu s in ess i s s p ec i a l bu s in ess exce pt fo r th e fo ll owi n g: (i) bu s in ess r e l a tin g t o th e co ndu c t o f o r vo tin g a t th e m ee tin g; (ii) co n s id era ti o n of a n y fin a n c ial s t a t e m e nt s o f th e Co mp a n y pr ese nt e d t o th e m ee tin g ; (iii) c o n s id era ti o n o f a n y r e p o 1 ts of th e dir e ct o r s o r a udit o r ; (iv) th e se ttin g o r ch a n g in g o f th e numb e r o f dir ec t o r s; (v) th e e l ect i o n o r a pp o intm e nt o f dir ec t o r s; (vi) th e a pp o intm e nt o f a n a udit o r ; (vii) th e se ttin g of th e r e mun e r a ti o n of a n a udit o r ; (viii) bu s in ess a ri s in g o ut o f a r e p o rt o f th e dir ec t o r s n o t r e qui r in g th e p ass in g of a s p ec i a l r eso luti o n o r a n exce p t i o n a l r eso luti o n ; (ix) a n y o th e r bu s in ess w hi c h , und e r th ese A rti c l es o r t h e Act , m ay b e tran sac t e d a t a m ee tin g of s h a r e h o ld e r s w i t h o ut pri o r n ot ic e of th e bu s in ess b e in g g i ve n t o th e s h a r e h o ld e r s. Special Majority 2. Th e m a j o ri ty o f vo t es r e quir e d for th e Co mp a n y t o pa ss a s p ec i a l r eso lu t i o n a t a ge n e r a l m ee tin g o f s h a r e h o ld e r s i s two - t hird s o f th e vo t es cas t o n th e r eso luti o n . Quorum 3. S ubj ec t t o th e s p ec ial ri g ht s o r r est ri c ti o n s att a ch e d t o th e s h a r es of a n y c l ass o r se ri es of s h a re s, and t o † I I .4 , th e qu o rum fo r th e tran sac ti o n of bu s in ess at a m ee tin g of s h a r e h o ld e r s i s a t l eas t o n e p e r so n w h o i s , o r w h o r e pr ese nt s b y pro xy , o n e o r m o r e s h a r e h o ld e r s w h o , in the agg r egate , h o ld a t l eas t thi1ty - thre e a nd o n e - third p e r ce nt (33 1 / 3%) o f th e i ss u e d s h a r es e ntitl e d t o b e v ot e d at th e m ee tin g.

L EGAL _24557073 . 1 - 1 2 - One Shareholder May Con s titute Quorum 11 .4 If th e r e is o nl y o n e s h are h o ld e r e ntitl e d t o vo t e a t a m ee tin g of s h a r e h o ld e r s : (a) t h e qu o rum i s o n e p e r so n w h o i s , o r w h o r e pr ese nt s b y p roxy , th a t s h are h o ld e r , a nd (b) th at s h a r e h o ld e r , pr ese n t in p erso n o r b y p roxy, m ay co n s titut e t h e m ee tin g. Person s Entitled to Attend Meeting 5. In a ddi t i o n t o t h ose p e r so n s w h o a r e e ntitl e d to vo t e at a m ee tin g of s h a r e h o ld e r s , th e o nl y o th e r p e r so n s e ntitl e d t o b e pr ese nt a t th e m eet in g a r e th e dir ec t o r s, th e pr es id e n t ( i f a n y) , t h e sec r e t ary ( if a n y), t h e assis t a nt sec r e t a r y (if a n y) , a n y l awye r for th e Co mp a n y , t h e a udit o r of t h e Co mp a n y , a n y p e r so n s in v it e d t o b e pr ese nt at th e m eet in g b y th e dir ec t o r s o r b y th e c h a ir of th e m ee tin g a nd a n y p erso n s e nti t l e d o r r e quir e d und e r th e Act o r t h ese A rti c l es t o b e pr ese n t at th e m eeti n g ; bu t i f a n y o f th ose p e r so n s d oes a tt e nd th e m ee tin g, t h at p e r so n i s n ot t o b e co un te d in th e qu o ru m a nd i s n o t e n t itl e d t o vote at t h e m eet in g unl ess t h a t p e r so n i s a s h are h o ld e r o r p roxy h o ld e r e n t itl e d t o vote at th e m eet in g . Requirement of Quorum 6. N o bu s in ess, o th e r th a n t h e e l ect i o n of a c h a ir of t h e m ee tin g a nd t h e a dj o urnm e n t of th e m eet in g, m ay b e tra n sacte d at a n y m eet in g of s h are h o ld e r s unl ess a qu o rum of s h are h o ld e r s e n t i t l e d t o v ot e i s pr ese nt a t th e co mm e n ce m e n t of th e m ee tin g , bu t s u c h qu o rum n ee d n ot b e pr ese n t t h ro u g h o u t t h e m ee tin g . Lack of Quorum 11. 7 I f, w i t hin o n e - h a l f h o ur fro m t h e t im e se t fo r th e h o ldin g of a m eet in g of s h a r e h o ld e r s, a qu or um i s n o t p rese nt : (a) in t h e case of a ge n era l m eet in g r e qui sit i o n e d b y s h a r e h o ld e r s , th e m eet in g i s di sso l ve d , a nd (b) in th e case of a n y o th e r m eet in g of s h a r e h o ld e r s , th e m eet in g s t a nd s a d jo urn ed to t h e sa m e d ay in t h e n ext wee k at th e sa m e tim e a nd pl ace. Lack of Quorum at Succeeding Me e ting 11 . 8 If , a t th e m eet in g to w hi c h t h e m ee tin g r efe rr e d to in † I I . 7( b ) was a dj o urn e d , a qu o rum i s n o t p rese n t w ithin o n e - h a l f h o ur fr o m th e tim e se t fo r t h e h o ldin g of t h e m ee tin g , t h e p e r so n or p e r so n s pr ese nt a nd b e in g , o r r e pr ese ntin g b y p roxy , two or m o r e s h a r e h o ld e r s e ntitl e d to a tt e nd a nd vo t e at th e m eet in g s h a ll b e d ee m e d t o co n st i t u te a q u o rum . Chair 11. 9 T h e fo ll ow in g indi v idu a l i s e ntitl e d to pr es id e as c hair a t a m eet in g of s h a r e h o ld e r s: (a) th e c h a i r of t h e b oa rd , i f a n y; o r (b) if th e c h a ir of th e b oa rd i s a b se nt o r un w illin g t o ac t as c h a ir of th e m ee tin g , th e pr es id e nt , i f a n y .

L EGAL _24557073 . 1 - 1 3 - Selection of Alternate Chair 11 . 10 If , a t a n y m ee ting o f s har e h o ld e r s, th e r e i s n o c hair of th e b oa rd o r pr es id e nt pr ese nt w ithin 15 minut es a ft e r th e tim e sP - t for h o ldin g th e m ee tin g , o r i f th e c h a ir of th e b oa rd a nd th e pr es id e nt ar e un w illin g t o ac t as c hair of th e m ee tin g, o r i f th e ch a ir of th e b oa rd a nd th e pr es id e n t h ave a d v i se d th e sec r e tary , i f a n y , o r a n y dir e ct o r pr ese nt a t th e m ee tin g , t h a t t h ey w ill n o t b e pr ese nt at th e m ee tin g , th e dire c t o r s pr es ent m ay c h oose eith e r o n e of th e ir numb e r o r th e so li c it o r of th e Co mp a n y t o b e c h a ir of th e me e tin g. If a ll o f th e dir ec t o r s pr ese nt d e clin e t o t a k e th e c h a ir o r fa il to so c h oose o r if n o di rec t o r i s pr ese nt o r th e so li c it o r of th e Co mpan y d ec lin es t o tak e th e c h a ir , th e s h a r e h o ld e r s e ntitl e d t o vo t e a t th e meetin g w h o ar e pr ese n t in p e r so n o r b y pro xy m ay c h oose an y per so n pr ese nt a t th e m ee tin g t o c h a ir th e m ee tin g. Adjournments 1 1 . 11 Th e c h a ir o f a m eet in g of s h a r e h o ld ers m ay , a nd i f so dir ecte d b y t h e m ee tin g mu st , a dj o urn th e m eet in g fr o m tim e t o tim e a nd fro m pl ace t o pla ce , but n o bu s in ess m ay b e t ra n sacte d a t a n y a dj o urn e d m ee tin g o th e r than th e bu s in ess l e ft un fi ni s h e d a t th e m ee tin g fr o m w hi c h th e a dj o urnm e nt t ook pl ace. Notice of Adjourned Meeting 12. It i s n o t n ecess ar y t o g i ve a n y n o ti ce of a n a dj o urn e d m ee tin g of s h are h o ld ers o r of th e bu s in ess t o b e tr a n sac t e d a t a n a dj o urn e d m ee tin g o f s h a r e h o ld e r s exce pt th a t , w h e n a meet in g i s a dj o urn e d fo r 30 d ays o r m ore , n o ti ce o f th e a dj o urn e d m ee tin g mu s t b e g i ve n as in th e case of th e o ri g in a l m ee tin g. Decision s b y Show of Hand s or Poll 13. S ubj ec t to th e Ac t , eve r y m o ti o n put t o a vo t e a t a m eet in g of s h are h o ld e r s w iII b e d ec id e d o n a s h ow of h a nd s unl ess a p o ll , b efo r e o r o n th e d ec l a rati o n of th e r es ult of t h e vo t e b y s h ow of h a nd s , i s dir ec t e d b y t h e c h a ir o r d e m a nd e d b y a n y s h a r e h o ld e r e ntitl e d t o vo t e w h o i s pr ese nt in p e r s o n o r b y p roxy . Declaration of Re s ult 1 1 . 1 4 T h e c h a ir of a m eet in g of s h a r e h o ld e r s mu s t d ec l a r e t o th e m ee tin g t h e d ec i s i o n o n eve r y qu est i o n in acco rd a n ce w ith t h e r es uI t of th e s h ow o f h a nd s o r t h e p o ll , as t h e case m ay b e , a nd t h a t d ec i s i o n mu s t b e e nt e r e d in th e minut es of th e m ee tin g . A d ec l a rati o n of t h e c h a ir th a t a r eso luti o n i s c arri e d b y t h e n ecessa r y maj o ri ty o r i s d efea t e d i s , unl ess a p o ll i s dir ec t e d b y th e c h a ir o r d e m a nd e d und e r † 11 . 1 3 , co n c lu s i ve ev id e n ce w ith o ut p roof of th e numb e r o r p ro p o 1 i i o n of t h e vo t es r eco rd e d in favo ur of o r aga in st th e r eso luti o n . Motion Need Not be Second e d 11.1 5 No m ot i o n p ro p ose d a t a m ee tin g of s h a r e h o ld e r s n ee d b e seco nd e d unl ess th e c h a ir of th e m e etin g rul es o th e r w i se , a nd th e c h a ir of an y m ee tin g o f s h a r e h o ld e r s i s e ntitl e d t o p ro p ose o r seco nd a m o ti o n.

L EGAL _24557073 . 1 - 1 4 - Casting Vote I I. 16 In case of a n e qu a li ty of vo t es , th e c hair of a m ee tin g of s h a r e h o ld e r s d oes n o t , ei th e r o n a s h ow o f h a nd s o r o n a p o ll , ha ve a seco nd o r c a s tin g vo t e in a ddi t i o n t o t h e vo t e o r vo t es t o w hi c h th e ch a ir ma y b e e ntitl e d a s a s h a r e h o ld e r. Manner of Taking Poll I 1.1 7 S ubj ec t to † 11 . 18 , i f a p o ll i s dul y d e m a nd e d at a m ee tin g o f s h a r e h o ld e r s : (a) th e p o ll mu s t b e t a k e n: (i) a t th e m ee tin g, o r w ithin seve n d ays a ft e r t h e d a t e o f th e m eet in g , as th e c h a ir of th e m ee tin g dir ec t s; a nd (ii) in th e m a nn e r , a t th e tim e a nd a t th e pl ace that th e ch a ir o f th e m ee tin g dir ec t s; (b) t h e r es ult of th e p o ll i s d ee m e d to b e th e d ec i s i o n of th e m ee tin g a t w hi c h t h e p o ll i s d e m a nd e d ; a nd (c) th e d e m a nd for th e p o ll m ay b e w ithd raw n b y th e p e r so n wh o d e m a nd e d i t. Demand for Poll on Adjournment 11 . 18 A p o ll d e m a nd e d a t a m eet in g of s h a r e h o ld e r s o n a qu es ti o n of a dj o urnm e nt mu s t b e t a k e n imm e di a t e l y at th e m ee tin g. Chair Must Resolve Dispute 11 . 1 9 In th e case of a n y di s put e as t o th e a dmi ss i o n or r ejec ti o n o f a vo t e g i ve n o n a p o ll , t h e c h a ir o f th e m ee tin g mu s t d e t er min e th e di s pu te , a nd th e d ete rmin at i o n of th e c h a ir m a d e in goo d fa ith i s fin a l a nd co n c lu s i ve. Casting of Votes 11 .2 0 sa m e way . O n a p o ll , a s h a r e h o ld e r e nti t l e d t o m o r e th a n o n e vo t e n ee d n o t cas t a ll t h e vo t es in th e No Demand for Poll on Election of Chair I 1. 2 1 N o p o ll m ay b e d e m a nd e d in r es p ec t of th e vo t e b y w hi c h a c h a ir o f a m ee tin g o f s h a r e h o ld e r s i s e l ecte d . Demand for Poll Not to Prevent Continuance of Meeting 11. 22 T h e d e m a nd for a p o ll a t a m ee tin g o f s h a r e h o ld e r s d oes n o t , unl ess th e c h a i r o f th e m ee tin g so rul es , pr eve nt th e co n t inuati o n of a m ee tin g fo r th e t ra n sa cti o n o f a n y bu s in ess o th e r th a n th e qu es ti o n o n w h ic h a p o ll h as b ee n d e m a nd e d .

L EGAL _24557073 . 1 - 15 - Retention of Ballots and Proxie s I 1. 23 Th e Co mpan y mu s t , for at l eas t thr ee m o nth s a ft e r a m ee tin g of s h a r e h o ld e r s , k ee p eac h ball o t cas t o n a p o ll a nd eac h pro xy v oted a t th e m ee tin g , a nd , durin g th a t p e ri o d , m a k e th e m ava il a bl e fo r in s p ec ti o n durin g n o rm a l bu s in ess h o ur s b y a n y s h a r e h o ld e r o r p ro xy h o ld e r e ntitl e d t o vo t e at t h e m ee tin g. A t th e e nd o f s u c h thr ee m o nth p e ri o d , th e Co mp a n y m ay d es t roy s u c h b a ll o t s a nd p rox i es . PART 12 VOTES OF SHAREHOLDER S Number of Votes b y Shareholder or by Share s 1. Subj ect t o a n y s p ec i a l ri g h ts o r r est ri ct i o n s attac h e d t o a n y s h a r es a nd t o t h e rest ri ct i o n s imp ose d o n j o int s h a r e h o ld e r s und e r † 12 .3: (a) o n a vo t e b y s h ow o f hand s , eve r y p e r so n pr ese nt w h o i s a s h a r e h o ld e r o r p roxy h o ld e r a nd e ntitl e d to vo t e o n th e m a tt e r h as o n e vote ; a nd (b) o n a p o lI , eve r y s h a r e h o ld e r e n t i t l e d to vo t e o n th e m a tt e r h as o n e vo t e in r es p ect of eac h s h a r e e ntitl e d t o b e vote d o n th e m atte r a nd h e ld b y th at s h a r e h o ld e r a nd m ay exe r c i se th a t vo t e e ith e r in p e r so n o r b y pro xy. Votes of Persons in Repre s entative Capacity 2. A p e r so n w h o i s n o t a s h a r e h o ld er m ay vo t e a t a m eet in g of s h a r e h o ld e r s , w h et h e r o n a s h ow of h a nd s or o n a p o ll , a nd m ay a pp o in t a p roxy h o ld e r t o ac t a t th e m ee tin g , i f , b efore d o in g so , th e p e r so n sa ti s fi es t h e c h a ir of th e m ee tin g , o r th e dir ecto r s , t h at th e p e r so n i s a l ega l p e r so n a l r e pr ese n ta ti ve or a tru s t ee in b a nkrupt cy for a s h a r e h o ld e r w h o i s e nti t l e d t o vote a t th e meet in g . Votes by Joint Hold e rs 3. I f th e r e a r e j o int s h a r e h o ld e r s r eg i s t e r e d in r es p ec t of a n y s h a r e: (a) a n y o n e of th e joi nt s h a r e h o ld e r s m ay vote a t a n y m ee tin g of s h a r e h o ld e r s , p e r s o n a ll y o r b y p roxy , in r es p ec t of t h e s h a r e as i f t h at j o in t s h a r e h o ld e r we r e so l e l y e ntitl e d to it ; o r (b) i f m o r e th a n o n e of th e j o int s h a r e h o ld e r s i s pr ese nt a t a n y m ee tin g o f s h a r e h o ld e r s , p erso nall y o r b y p roxy , a nd m o r e th a n o n e of th e m vo t es in r es p ec t of t hat s har e, th e n o nl y th e vo t e of th e j o in t s h a r e h o ld e r pr ese nt w h ose n a m e s t a nd s fir s t o n th e ce ntr a l se curiti es r eg i ste r in r es p ec t o f th e s h a r e w ill b e co unt e d . Legal Per s onal Repre s entati v es as Joint Shueholder s 4. Two o r m o r e l ega l p e r so n a l r e pr ese n ta ti ves of a s h a r e h o ld e r in w h ose so l e n a m e a n y s h a r e i s r eg i s t e r e d a r e , fo r th e purp oses of † 1 2.3 , d ee m e d t o b e j o int s h a r e h o ld e r s r eg i s t e r e d in r es p ec t of th a t s h a r e.

L EGAL _24557073 . 1 - 16 - Representative of a Corporate Shareholder 12.5 If a corporation, that is not a subsidiary of the Co mp a n y , is a shareholder, that corporation may appoint a person to act as its representative at any meeting of s h a r e h o l de r s of the Company, and: (a) for that purp ose , the instrument appointing a representative must be received: (i) at the registered office of the Company or at any other place specified, in the notice ca llin g the m ee tin g , for the receipt of p rox i es , at l eas t the number of bu s in e s s days specified in the notice for the receipt of p rox i es , or if no number of days is s p ec ifi e d , two business days before the day set for the holding of the m ee tin g or any adjourned m eet in g ; or (ii) at the meeting or any adjourned m ee ti ng , by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting; (b) if a representative is appointed under this † 1 2 . 5 : (i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an indi v idu a l , in c ludin g , without limi ta ti o n , the right to appoint a proxy h o ld e r ; and (ii) the r e pr ese n tat i ve , if present at t h e m eet in g , i s to be counted for the purpose of forming a quorum and i s deemed to be a shareholder present in p e r s o n at the m eet in g . Evidence of the appointment of any such representative may be ent to the Company by written in s trum e nt , fax or any other method of transmitting l eg ibl y recorded m es s ages. Proxy Provisions Do Not Apply to All Companies 1 2 . 6 If and for so l o n g as the Company is a public company or a pre - existing r e p o rtin g company which has the S t a tut o r y Repo1ting Company P rov i s i o n s as part of its A rti c l es or to which the Statutory Reporting Company Provisions a ppl y , then † 12. 7 to † 12.15 are not m a nd ato r y , however the directors of the Company are authorized to apply all or patt of such sections or to adopt alternative procedures for proxy fo rm , deposit and revocation procedures to the extent that the directors deem necessary in order to comply with securities laws applicable to the Company. Appointment of Proxy Holders 12 . 7 Every s h a r e h o ld e r of the Company entitled to vote at a meeting of s h a r e h o ld e r s m ay , by p roxy , appoint one or more (but not more than two) proxy h o ld e r s to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy . Alternate Proxy Holders 12 . 8 A shareholder may appoint one or more alternate proxy h o ld e r s to act in the place of an absent proxy holder .

L EGAL _24557073 . 1 - 1 7 - Proxy Holder Need Not Be Shareholder 9. A prox y h o ld e r n e ed n o t b e a s har e h o ld e r o f th e Co mp a n y. Deposit of Proxy 10. A pro xy for a m ee tin g o f s h a r e hold e r s mu st: (a) b e r ece i ve d at th e re g i s t e red o ffic e o f th e Co mp a n y o r a t a n y o th e r pl ace s p ec ifi e d , in th e noti ce c allin g th e m e etin g, for t h e r ece ipt of pro x i es, a t l eas t th e numb e r o f bu s in ess d ays s p e cified in the n o tic e, o r if n o numb e r o f d ays i s s p e c i fi e d , t wo bu s in ess d ays b efo r e th e d ay se t for th e h o ldin g o f the m ee tin g o r an y a dj o urn e d m ee tin g; o r (b) unl ess th e n o ti ce pro v id es o th e r w i se, b e r ece i ve d , a t th e m ee tin g o r a n y a dj o urn e d m ee tin g, b y th e ch a ir o f the m ee tin g o r a dj o urn e d m ee tin g o r b y a p e r so n d es i g n a t e d b y th e c h a ir o f th e m ee tin g o r a djourn e d m ee tin g. A pro xy m ay b e se nt to th e Compan y b y w rit te n in s trument , fa x o r a n y o th e r m e thod o f tran s mitti ng l eg ibl y r e c o rd e d m essages, in c ludin g th ro u g h Int e rn e t o r t e l e ph o n e vo tin g o r b y e m a il , i f p e rmitt e d b y th e n o tic e ca llin g th e m ee tin g o r the in fo rm a ti o n c ir c ul a r fo r th e m ee tin g. Validity of Proxy Vote 11. A vo t e g i ve n in ac c o rd a n ce w i t h th e t e rm s of a p roxy i s va lid n otwi th s t a ndin g th e d ea th o r in c apa c i ty o f th e s h a r e h o ld e r g i v in g th e p roxy a nd d es pit e th e r evoca ti o n of th e p roxy o r t h e r evoca ti o n o f th e a uth o ri ty und e r w hi c h th e p roxy i s g i ve n , unl ess n o ti ce in w ritin g of th a t d ea th , in ca p ac i ty o r r evoca ti o n i s r ece i ve d: (a) a t th e r eg i s t e r e d o ffi ce of th e Co mp a n y , a t a n y t im e up t o a nd in c ludin g th e l as t bu s in ess d ay b efo r e th e d ay se t fo r th e h o ldin g o f th e m eet in g o r a n y a dj o urn e d m ee t i n g a t w hi c h th e p roxy i s t o b e u se d ; o r (b) a t t h e m ee tin g o r a n y a dj o urn e d m eet in g b y th e c h a ir o f th e m eet in g o r a dj o urn e d m ee tin g, b efo r e a n y vo t e in r es p ec t of w hi c h th e p roxy h as b ee n g i ve n h as b ee n t a k e n . Form of Pro xy 12. A p roxy , w h e th e r fo r a s p ec ifi e d m ee tin g or o th e r w i se, mu s t b e e ith e r in th e fo ll ow in g fo rm o r in an y oth e r form a pp rove d b y th e dir e ct o r s o r th e c h a ir o f th e m ee tin g :

- 18 - [ n a m e of co mp a n y ] ( th e " Co mp a n y") The und e r s i g ned , b e in g a s h a reh o lder of th e Co mpan y , h e r e b y app o int [n a m e ] o r , failin g th a t p e r s on , [nam e ] , as pro xy holder for th e und e r s i g n e d t o att e nd , ac t a nd vo t e fo r a nd o n b e h a lf o f th e und e r s i g n e d a t th e m ee tin g of h a r e h o ld e r s o f th e Co mp a n y t o b e h e ld o n [m o nth , da y , yea r] a nd a t a n y adj o urnm e n t of th a t m ee tin g . Numb e r of s har es in r es p ec t o f w hich thi s pro xy i s g i ve n (if n o numb e r i s s p ec ifi e d , th e n thi s p roxy i f g i ve n in r es p ec t of a ll s h a r es r eg i s t e r e d in th e n a m e of th e und e r s i g n e d ) : S i g n e d [m o nth , d ay, yea r] [ S i g n a tur e o f s h a r e h o ld e r] [Na m e o f s h a r e h o ld e r - p rint e d ] Revocation of Prox y 1 2 .1 3 S ubj ec t t o † 1 2 . 1 4 , every p roxy m ay b e r evo k e d b y a n in s trum e n t in w ritin g th a t i s r ece i ve d : (a) at th e r eg i s t e r e d of fi ce of th e Co mp a n y a t a n y tim e up t o a nd in c ludin g th e l as t bu s in ess d ay b efo r e th e d ay set fo r th e h o ldin g of t h e m ee tin g o r a n y a dj o urn e d m ee tin g at w hi c h th e p roxy i s t o b e u se d ; o r (b) a t th e m eet in g o r a n y a dj o urn e d m eet in g , b y th e c h a ir of t h e m ee tin g o r a dj o urn e d m ee tin g , b efo r e a n y vo t e in r es p ec t of w hi c h th e pr oxy ha s b ee n g i ve n h as b ee n t a k e n . Revocation of Prox y Mu s t Be Signed 1 2 .1 4 A n in s trum e nt r efe rr e d t o in † 1 2. 1 3 mu s t b e s i g n e d as fo ll o w s: (a) i f th e s h a r e h o ld e r for w h o m th e pr oxy h o ld e r i s a pp o int e d i s a n indi v idu a l , th e in s trum e nt mu s t b e s i g n e d b y th e s h a , e h o ld e r o r th e s h a r e h o ld e r ' s l ega l p e r so n a l r e pr ese nt a ti ve o r tru s t ee in b a nkrupt cy ; (b) if th e s h a r e h o ld e r fo r w h o m th e p roxy h o ld e r i s ap po int e d i s a co rp o rati o n , th e in s trum e nt mu s t b e s i g n e d b y th e co rp o rati o n o r b y a r e pr ese ntati ve app o int e d fo r th e co rp o r a ti o n und e r † 1 2 . 5 . Production of Evidence of Authority to Vot e 1 2 .1 5 T h e c h a ir o f a n y m ee tin g o f s h a r e h o ld e r s ma y , but n ee d n o t , inquir e int o th e a uth o ri ty of a n y p e r s on to vo t e a t th e m ee tin g a nd ma y , but n ee d n o t , d e mand fr o m th a t p e r so n p ro du c ti o n of ev id e n ce as t o th e ex i s t e n ce of t h e a uth o ri ty t o vo t e. L EGAL _24557073 . 1 L EGAL _24557073 . 1 - 1 9 - PART 13 DIRECTORS First Directors; Number of Directors I 3 . I Th e fir s t dir ec t o r s ar e th e per so n s d es i g nat e d as dir e ct o r s o f th e Co mp a n y in th e No ti ce of A rticle s that a pplie s t o th e Co mp a n y w h e n it i s r ec o g ni ze d und e r th e Ac t. T h e numb e r o f dir ec t o r s , exc ludin g additi o n a l dir ec tor s a pp o int e d und e r † 1 4 .8 , i s se t at: (a) s ubj e ct t o † ( b ) a nd † (c) , th e numb e r of dir ecto r s th a t i s e qu a l t o t h e numb e r o f th e Co mp a n y's fir s t dir ec t o r s; (b) if th e Co mp a n y i s a publi c co mp a n y, th e g r ea t e r of thr ee a nd th e m os t r ece ntl y se t o f: (i) th e numb e r of di rec t o r s se t b y a r eso luti o n o f th e dir ecto r s (w h e th e r o r n o t pr ev i o u s n o ti ce of th e reso luti o n was g i ve n ); a nd (ii) th e numb e r of dir ec t o r s in o ffi ce pur s u a n t t o † 1 4.4 ; (c) i f th e Co mp a n y i s n o t a publi c co mp a n y, th e m os t r ece ntl y se t of: (i) th e numb e r of dir ec t o r s se t b y a r eso luti o n o f t h e di rec t ors (w h e th e r or n o t pr ev i o u s n o ti ce of th e r eso luti o n was g i ve n ); a nd (ii) th e numb e r of dir ec t o r s in of fi ce pu rs u a nt t o † 1 4.4. Chang e in N um her of Director s 2. I f th e numb e r of di recto r s i s set und e r † 1 3. I ( b )( i ) o r † 1 3. I ( c )( i ): (a) t h e s h a r e h o ld e r s m ay e l ect o r a pp o int th e dir ec t o r s n ee d e d t o fill a n y vaca n c i es in th e b oa rd of dir ec t o r s up to th a t numb e r ; o r (b) if th e s h a r e h o ld e r s d o n ot e l ec t o r a pp o int th e dir ec t o r s n ee d e d t o fill a n y vaca n c i es in th e b oa rd of dir ec t o r s up t o th a t numb e r th e n th e dir ec t o r s , s ubj ec t t o † 1 4 . 8 , m ay a pp o in t dir ec t o r s t o fill th ose vaca n c i es . Directors' Acts Valid Despite Vacancy 3. A n act o r p rocee din g of th e dir ec t o r s i s n o t in va lid m e r e l y b eca u se fewe r th a n th e m1mb e r of dir ec t o r s se t o r o th e r w i se r e qui re d und e r th ese A rti c l es i s in office. Qualifications of Directors 4. A dir ec t o r i s n o t r e qui re d to h o ld a s h a r e as qu a lifi c ati o n fo r hi s o r h e r o ffi ce but mu s t b e qualifi e d as r e quir e d b y th e Ac t t o b eco m e , act o r co ntinu e t o ac t a s a dir ec t o r.

L EGAL _24557073 . 1 - 2 0 - Remuneration of Directors 13 . 5 T h e dir e ct o r s ar e e ntitl e d t o th e r e mun era ti o n fo r ac tin g a s dir ecto r s, if a n y , as th e dir ec tor s m ay fr o m tim e t o tim e d e t e rmin e. If th e dir ec t o r s so d ec id e , th e re mun era ti o n of th e dir ec t o r s, i f an y , will b e d e t e rmin e d b y th e s h a reh o ld e r s. Reimbursement of Expenses of Directors 6. Th e Co mp a n y mu s t r e imbur se e ach dir ec t o r fo r th e r e a so n a bl e ex p e n ses th a t h e o r s h e ma y in c ur in a nd a b o ut th e bu s in ess of th e C omp a n y. Special Remuneration for Directors 7. I f a n y dir ec t o r p e rform s a n y p rofess i o n a l o r o th e r se r v i ces fo r th e Co mp a n y t h a t in th e o pini o n of th e dir ec t o r s a r e o ut s id e th e o rdin a r y duti es o f a dir ec t o r , h e o r s h e m ay b e p a id r e mun e ra t i o n fi xe d b y th e dir ec t o r s , o r at th e o pti o n o f th e dir ec t o r s , fi xe d b y o rdin ary reso luti o n , a nd s u c h remun e rati o n w ill b e in a dditi o n t o an y ot h e r r e mun e rati o n th a t h e o r s h e m ay b e e ntitl e d t o r ece i ve. Gratuity , Pension or Allowance on Retirement of Director I 3. 8 U nl ess o th e r w i se d e t e rmin e d b y o rdin a r y r eso luti o n , th e dir ec t o r s o n b e h a l f of th e C omp a n y m ay p ay a g ratui ty o r p e n s i o n o r a ll owa n ce o n r e tir e m e nt t o a n y dir ec t o r w h o h as h e ld a n y s al a ri e d o ffi ce o r pl ace of p ro fit w ith th e Co mp a n y o r t o hi s o r h e r s p o u se o r d e p e nd a nt s a nd m ay m a k e co ntribu t i o n s t o a n y f und a nd p ay pr e mium s fo r t h e pur c h ase o r p rov i s i o n of a n y s u c h gra tuit y , p e n s i o n o r a ll owa n ce. PART14 ELECTION AND REMOVAL OF DIRECTOR S El e ction at A nnual General Me e tin g 1. A t eve r y a nnual ge n era l m ee tin g a nd in eve r y unanim o u s r eso luti o n co nt e mpl ate d b y † 10 .2 : (a) th e s h a r e h o ld e r s e ntitl e d t o vo t e a t th e a nnu a l ge n e r a l m ee tin g fo r th e e l ect i o n o f dir ec t o r s mu s t e l e ct , o r in th e un a nim o u s r eso luti o n a pp o in t , a b oa rd of dir ec t o r s co n s i s tin g of th e numb e r of dir ec t o r s fo r th e tim e b e in g se t und e r th ese A rt i c l es ; a nd (b) a ll t h e di rec t o r s cease t o h o ld of fic e imm e diat e l y b efo r e t h e e l ec ti o n o r a pp o intm e nt o f dir ec t o r s und er † (a) , but a r e e li g ibl e fo r r e - e l ec ti o n or r e - a pp o intm e nt. Con s ent to be a Dir e ctor 2.

N o e l ect i o n , a pp o intm e nt o r d es i g n at i o n of an indi v idu a l as a dir ec t o r i s v alid unl ess: (a) th a t indi v idu a l c o n se nt s t o b e a dir e ct o r in th e m a nn e r p rov id e d for in th e A c t ; (b) th a t indi v idu a l i s e l ec t e d o r a pp o int e d a t a m ee tin g a t w hi c h th e indi v idu a l i s pr ese nt a nd th e indi v idu a l d oes n o t r e fu se , a t th e m ee tin g, t o b e a dir ec t o r ; o r L EGAL _24557073 . 1 - 21 - (c) with respect to first directors, the designation is otherwise valid under the Act. Failure to Elect or Appoint Directors 14.3 If: (a) the Company fails to hold an annual general m eet in g , and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by † 10.2, on or before the date by which the annual general meeting is required to be held under the Act ; or (b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by † 10 .2 , to elect or appoint any dir ec t o r s ; then each director then in office continues to hold office until the earlier of: (c) when his or her successor is elected or a pp o int e d ; and (ct) when he or she otherwise ceases to hold office under the Act or these Atticles. Places of Retiring Directors Not Filled 4. If , at any meeting of shareholders at which there should be an election of dir ectors , the places of any of the retiring directors are not filled by that e l ec ti o n , those retiring directors who are not re elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles but their term of office shall expire when new directors are elected at a meeting of shareholders convened for that purp ose . If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Art i c l es , the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office. Directors May Fill Casual Vacancies 5. Any casual vacancy occurring in the board of directors may be filled by the directors. Remaining Directors Power to Act 6. The directors may act notwithstanding any vacancy in the board of directors , but if the Company has fewer directors in office than the number set pursuant to these Atticles as the quorum of dir ec t ors , the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Act , for any other purpose. Shareholders May Fill Vacancies 7. If the Company has no directors or fewer directors in office than the number set pursuant to these Atticles as the quorum of dir ecto r s , the shareholders may elect or appoint directors to fil I any vacancies on the board of directors.

L EGAL _24557073 . 1 - 2 2 - Additional Directors 14 . 8 Notwith s tandin g † 1 3 . 1 and † 13 . 2 , b e tw ee n a nnu a l ge n e ral m ee tin gs o r b y un a nim o u s r es olution s cont e mpl a t e d b y † I 0 . 2 , th e dir e ctor s m ay appoint o n e o r m o re a dditi o n a l dir ec t o r s , but th e numb e r of a ddi t i o n a l dir e ct o r s app o in te d und e r thi s † 1 4 . 8 mu s t n o t at a n y tim e excee d : (a) on e - third o f th e 1nmb e r o f fir s t dir ec tor s , if , at th e tim e o f the a pp o intm e nt s , o ne o r m o r e of the fir s t dir e ct o r s ha ve not ye t co mpl e t e d th e ir fir s t term o f o ffi ce ; o r (b) in an y oth e r c a se , o n e - third of t h e numb e r of th e c urr e nt dir e ct o r s w h o we r e e l e ct e d o r appoint e d a s dir ec t o r s o th e r th a n und e r thi s † 1 4. 8 . An y dir e ct o r so a pp o int e d ceas e s t o h o ld of fi ce imm e di a t e l y b efo r e th e n ex t e l ec ti o n o r a pp o intm e nt o f dir e ct o r s und e r † 1 4. 1 ( a) , but i s e li g ibl e fo r r e - e l ec ti o n or r e - a pp o intm e n t. Ceasing to be a Director 1 4. 9 A dir ec t o r ceases t o b e a dir ec t o r w h e n : (a) th e t e rm of o ffi ce o f t h e dir ec t or ex pir es ; (b) t h e dir ec t o r di es; (c) th e dir ec t o r r es i g n s as a dir ec t o r b y n o tic e in w ritin g pro v id e d t o th e Co mp a n y o r a l awye r fo r t h e Co mp a n y ; o r (d) th e dir ec t o r i s r e m ove d fr o m of fi ce pur s u a nt t o † 14 . 10 o r † 1 4. 11 . Removal of Director b y Shareh(1lder s 10. T h e Co mp a n y m ay r e m ove a n y dir ec tor b efo r e th e ex pirati o n of hi s o r h e r t e rm of of fi ce b y s p ec i a l r eso luti o n . In th a t e v e nt , th e s h a r e h o ld e r s ma y e l ec t , o r a pp o in t b y o rdin a r y r eso lu t i o n , a dir ec t o r t o fill th e r es ultin g vaca n cy. I f th e s h a r e h o ld e r s d o n o t e l ec t o r a pp o int a dir ec t o r t o fill th e r es ultin g vaca n cy c o nt e mp o ran eo u s l y w ith th e r e m ova l , th e n th e dir ec t o r s m ay a pp o int o r th e s h a r e h o ld e r s m ay e l ec t , o r a pp o int b y o rdin ary r eso luti o n , a dir ec t o r t o fill th a t vaca n cy . Removal of Director by Directors 11. T h e dir ec t o r s m ay r e m ove a n y d i r ec t o r b efo r e th e ex pir at i o n of hi s o r h er t e rm o f of fi ce i f th e dir ec t o r i s co n v i c t e d of a n indi c t a bl e o ff e n ce , o r i f th e dir ec t o r ce a ses t o b e qu a lifi e d t o ac t as a dir e ct o r o f a co mp a n y and d oes n ot p ro mptl y r esig n , a nd t h e dir ec t o r s m ay a pp o int a dir ec t o r t o fill th e r es ultin g v aca n cy. PART 15 ALTERNATE DIRECTORS Appointment of Alternate Director 1.

A n y dir ec t o r (a n " a pp o int o r " ) m ay b y n o ti c e in w ritin g re ce i ve d b y th e Co mp a n y a pp o in t an y p e r s on (a n " app o int ee " ) w h o i s qu a lifi e d to ac t as a dir ec t o r t o be hi s or h e r a lt e rn a t e t o ac t in hi s o r L EGAL _24557073 . 1 - 23 - her plac e a t m ee tin gs o f th e dir e ct o r s o r co mmitt ees of th e dir ec t o r s a t w hi c h th e a pp o int o r i s n o t pr ese nt unl ess (in th e case o f an a pp o int ee w h o i s n o t a dir e ct o r ) th e dir ec t o r s h ave r e a so n a bl y di sa pp rove d th e appointm e nt of s uch p e r so n as a n altern a t e dir ec t o r a nd h ave g i ve n n o ti ce t o th a t e ff ec t t o hi s o r h e r a pp o int o r w ithin a r easo n a bl e tim e a ft e r th e n o ti ce o f a pp o intm e nt i s r ece i ve d b y th e Co mp a n y . Notice of Meeting s 2. Eve r y a lt e rn a t e dir ec t o r so a pp o in te d i s e ntitl e d t o n o ti ce of m ee tin gs of th e dir ec t o r s a nd o f co mmitt ees o f th e di rec t o r s o f w hi c h hi s o r h e r a pp o int o r i s a m e mb e r a nd t o a tt e nd a nd vo t e as a dir e ct o r a t a n y s u c h m ee tin gs a t v , hi c h hi s o r h e r a pp o int o r i s n o t pr ese nt. Alternate for More than One Director Attending Meetings 3. A p e r so n m ay b e a pp o int e d as an a lt e rn a t e dir ec t o r b y m o r e th a n o n e dir ec t o r , and a n a lt e rn a t e dir ec t o r : (a) w ill b e co unt e d in d e t e rminin g th e qu o rum fo r a m ee tin g of dir ec t ors o n ce fo r eac h o r hi s o r h e r a pp o int o r s a nd , in th e case o f a n app o int ee w h o i s a l so a dir ec t o r , o n ce m o r e in th a t ca pa c i ty; (b) h as a se p a rat e v o t e a t a m ee tin g of dir ec t o r s fo r eac h of hi s o r h er a pp oi nt o r s a nd , in th e case of a n a pp o int ee w h o i s a l so a dir ec t o r , an a ddi t i o n a l vo t e in t h a t ca p ac it y ; (c) w ill b e co unt e d in d e t e rminin g t h e qu o rum fo r a m eet in g of a c o mmi ttee of dir ec t o r s o n ce fo r eac h o f hi s o r h e r a pp o int o r s w h o i s a m e mb e r of th a t co mmitt ee a nd , in th e case of a n app o int ee w h o i s a l so a m e mb e r o f th a t co mmi ttee as a dir ec t o r s, o n ce m o r e in th a t ca p ac it y ; a nd (d) h as a se parat e vo t e a t a m ee tin g of a co mmitt ee of dir ec t o r s fo r eac h of hi s o r h e r app o int o r s w h o i s a m e mb e r of th a t co mmitt ee a nd , in t h e case of a n a pp o int ee w h o i s a l s o a m e mb e r of th a t co mmitt ee as a dir ec t o r , a n a ddi t i o n a l vo t e in th at ca p ac it y. Con s ent Resolutions 4. Eve r y a lt e rn a t e dir ec t o r , if a u t h o ri ze d b y t h e n o ti ce ap p o in t in g him o r h e r , m ay s i g n in pla ce o f hi s o r h e r a pp o int o r a n y r eso luti o n s t o b e co n se nt e d to in w ri t in g. Alternate Director an Agent 5. Eve r y alt e rn a t e dir ec t o r i s d ee m e d t o b e th e age n t o f hi s o r h e r a pp o int o r. Revocation or Am e ndment of Appointment of Alternate Director 6. A n a pp o int o r m ay a t a n y tim e , b y n o ti ce in w ritin g r ece i ve d b y th e Co mp a n y , r evo k e o r a m e nd th e t e rm s o f th e a pp o intm e n t of a n alt e rn ate dir ec t o r a pp o inted b y him o r h e r. Cea s ing to be an Alternate Director 7. T h e a pp o intm e nt of an a lt e rn a t e direct o r c eases when: (a) hi s o r h e r a pp o int o r ceases t o b e a d i r ec t o r a nd i s not p ro mptl y r e - e l ec t e d o r r e - a pp o inted ; (b) th e a lt e rn a t e dir ec t or di es; - 24 - (c) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company; (d) the alternate director ceases to be qualified to act as a director; or (e) the term of his appointment e x pir es , or his or her appointor revokes the appointment of the alternate directors.

Remuneration and Expenses of Alternate Director 15.8 The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a dir ec tor , and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct. PART16 POWERS AND DUTIES OF DIRECTORS Powers of Management 1. The directors mu s t , subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are n o t , by the Act or by these Articles, required to be exercised by the shareholders of the Company. Notwithstanding the generality of the foregoing, the directors may set the remuneration of the auditor of the Company. Appointment of Attorney of Company 2. The directors may from time to tim e , by power of attorney or other in s trum e nt , under seal if so required by l aw , appoint any person to be the attorney of the Company for such purp oses , and with such pow e r s , authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and exceptint the power to fill vacancies in the board of dir ec t o r s , to remove a dir ec t o r , to change the membership of, or fill vacancies in , any committee of the dir ec t o r s , to appoint or remove officers appointed by the directors and to declare dividends) and for such p e ri o d , and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub - delegate all or any of the p owe r s , authorities and discretions for the time being vested in him or her. PART 17 INTERESTS OF DIRECTORS AND OFFICERS Obligation to Account for Profits 1.

A director or senior officer who holds a disclosable interest (as that term is used in the Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to LEGAL_245570731 LE GAL_24557073 . 1 - 25 - account to the Co mpan y for a n y profit that acc rue s to the director o r se ni or office r und e r or as a result of the contract or transaction only if and to th e extent provided in the Act. Restrictions on Voting by Reason oflnterest 2. A director who h o ld s a di sc lo sa bl e int e r es t in a contract or transaction int o which the Co mpan y ha s e nt e r ed or proposes to e nter i s n ot e ntitl ed to vote o n any dir ectors ' r eso luti o n to approve that contract or transaction , unl ess all the directors h ave a di sc l osab l e interest in that contract o r transaction, in w hi c h case a n y o r a ll of those directors may vote o n s u c h r eso luti o n . Interested Director Counted in Quorum 3. A dir ector w h o h o ld s a di sc l osab l e int e r est in a co ntra ct o r transaction int o w hi c h the Co mp a n y ha s e nt e r e d o r proposes to e nter and who i s pr ese nt at the m eet in g of directors at w hi c h the co ntra c t or transaction i s co n s id e r , ! d for approval may be co unt e d in the qu o rum at the meeting w h et h e r o r n ot th e dir ec t or votes o n a n y or all of th e resolutions co n s id e r ed at th e m eet in g . Disclosure of Conflict of Interest or Property 4. A director or senio r officer w h o h o ld s a n y office or p osses es a n y prope1ty, right o r int e r es t th a t could r es ult , directly o r indir ect l y , in the c r eat i o n of a du ty or interest that m ate ri a ll y co nfli c t s with t h at indi vid ual ' s du ty o r int e r est as a director or se ni or office r , mu st disclose the nature a nd exte nt of the co nfli ct as required by the Act. Director Holding Other Office in the Company 5. A director may h o ld any office o r pl ace of profit w ith the Co mp any , ot h er than th e office of auditor of the Company , in addit i o n to his or her office of director for the period a nd on the term s (a s to remuneration or ot h erwi e) that the director may determine. No Disqualification I 7 . 6 No director or intended director i s disqualified by hi s or her office from co ntra cti n g w ith the Com p a n y e ith e r w ith r ega rd to the h o ldin g of any office o r pl ace of p rofit the director h o ld s w ith th e Co mpan y o r as ve nd o r , purchaser or ot h erw i se , a nd n o contract o r tran sact i on e nt ered in to b y o r on behalf of the Compa n y in w hi c h a director is in a n y way int erested i s li ab l e to be voided for that r eason. Professional Services by Director or Officer I 7 . 7 S ubj ect to the Act , a director or officer , o r a n y person in w hi c h a director or office r ha an int erest , m ay act in a professional ca p ac i ty for the Compa n y , except as a udit o r of the Co mp a n y , a nd the dir ector or of fi ce r or s u c h p erso n i s e ntitl ed to remuneration for pro fessio n a l services as i f that director or officer were n ot a director o r office r. Director or Officer in Other Corporations I 7 . 8 A director or officer m ay be or become a director , office r or emp l oyee of , or ot h erw i se int ereste d in , a n y p e r o n in w hi c h th e Co mpan y m ay be int e r este d as a s har e h o ld e r o r ot h e r wise , and , s ubj ect to th e Act , the director or officer i s n ot acco unt ab l e to the Co mp a n y fo r a n y r e mun eratio n or ot h e r b e nefit s received by him o r h er as director , officer o r emp l oyee of , o r from hi s or her interest in , suc h other person .

LE GAL_24557073 . 1 - 2 6 - PART 18 PROCEEDINGS OF DIRECTORS Meetings of Directors 1. Th e dir ec t o r s ma y me e t t oge th e r fo r th e co nduct o f bu s in ess , a dj o urn a nd o th e r w i se re g ul a te th e ir m ee tin gs as th ey think fit , a nd m ee tin g o f th e dir ec t o r s h e ld a t r eg ul a r int e r va l s m ay b e h e ld at th e pla ce , a t th e tim e a nd o n th e n o ti ce , i f a n y , a th e dir ec t o r s m ay fro m tim e to tim e d e t e rmin e. Voting at Meeting s 2. Qu es ti o n s a ri s in g at an y m ee tin g of dir ec t o r s a r e to be d ec id e d b y a m a j o rit y o f vo t es a nd, in th e ca se of an e quali ty o f vo t es, the c hair o f th e m ee tin g h as a sec ond o r cas tin g vo t e. Chair of Meetings 3. T h e fo ll ow in g indi v idu a l i s e ntitl e d t o pr e s id e as c h a ir a t a m ee tin g of dir ec t o r : (a) th e c h a ir of t h e b oa rd , if a n y; (b) in th e a b se n ce of the ch a ir o f th e b oa rd , th e pr es id e nt , if a n y , i f th e pr e s id e nt i s a dir ec t o r ; o r (c) a n y o th e r dir ec tor ch os en b y th e dir ec t o r i f : (i) n e ith e r th e ch a ir of th e b oa rd n o r th e pr es id e nt , i f a dir ec t o r , i s pr e s e nt a t th e m ee tin g w ithin 1 5 minut e s a ft e r th e tim e e t fo r h o ldin g th e m ee tin g; (ii) n e ith e r th e c hair of th e b oa rd n o r th e pr es id e nt , i f a dir ecto r , i s w illin g t o c h a ir th e m ee tin g ; o r (iii) th e c h a ir o f th e b oa rd a nd t h e pr e s id e nt , i f a dir ec t o r , h av e a d v i e d th e s ec r e t a r y, if a n y , o r a n y o th e r dir ec t o r , th a t th ey w ill n o t b e pr ese nt a t th e m eet in g . Meetings by Telephone or Other Communication s Medium 4. A dir ec t o r m ay participat e in a m ee tin g of th e dir ec t o r s o r o f an y co mmitt ee o f th e dir ec t o r s: (a) in p e r so n ; o r (b) b y t e l e ph o n e o r b y o ther c o mmuni ca ti o n s m e dium if all dir e ct o r parti c ip a tin g in th e m ee tin g , w h et h e r in p e r s o n o r b y t e l e ph o n e o r o th e r co mmuni ca ti o n s m e dium , a r e a bl e t o co mmuni ca t e w ith eac h oth e r. A dir ec t o r w h o p a rti c ip a t es in a m ee tin g in a m a nn e r co nt e mplat e d b y thi s † 18 .4 i s d ee m e d fo r a ll purpo ses o f th e A c t a nd th ese Arti c l es t o b e pr ese nt at th e m ee tin g and t o ha ve a g r ee d t o parti c ip a t e in th a t manner.

LE GAL_24557073 . 1 - 2 7 - Calling of Meetings l 8 . 5 A direct o r ma y, and the se cret ary o r a n ass i s tant sec r e t a r y of th e Co mp a n y , if a n y , o n th e r e que s t o f a dir e ct o r mu s t , call a m ee tin g of th e dir ec t o r s at a n y tim e. Notice of Meetings 6. O th e r th a n for m ee tin gs h e ld at r eg ul a r int e r va l s as d e t e rmin e d b y th e dir ec t o r s pur s u a n t t o † 18.1 , 48 h o ur s ' n o ti ce o r s u c h l esse r n o tic e as th e C h a irm a n in hi s di sc r e ti o n d e t e rmin es , act in g r eas onabl y, i s a ppropriat e in a n y unu s u a l c ircum s t a n ces of eac h m ee tin g of t h e dir ec t o r s , s p ec if y in g th e pl ace , d ay and tim e o f th a t m ee tin g mu s t b e g i ve n t o e a c h of th e dir ec t o r s b y a n y m e th od se t o ut in † 24. 1 o r o rall y o r b y t e l e phon e . When Notice Not Required 7. It i s not ne cessa r y t o g i ve no t i ce o f a m ee tin g of th e dir e c to r s t o a dir ec t o r i f: (a) th e m ee tin g i s t o b e h e ld imm e di ate l y fo ll ow in g a m ee tin g of s h a r e h o ld e r s at w hi c h th at dir ec t o r was e l ec t e d o r a pp o int e d , o r i s th e m ee tin g of th e dir ec t o r s a t w hi c h th a t dir ec t o r i s a pp o int e d ; o r (b) t h e dir ec t o r h as w a i ve d n o tic e o f th e m ee tin g. Meeting Valid Despite Failur e to Give Notice 8. Th e acc id e nt a l o mi ss i o n to g i ve n o ti ce of a n y m ee tin g o f dir ec t o r s t o , o r th e n o n - r ece ipt of a n y n ot i ce b y , a n y dir ec t or , d oes n o t in va lid a t e a n y p rocee din g s a t th a t m eet in g . Waiver of Notic e of Meetings 9. A n y dir ecto r m ay s e nd t o t h e Co mp a n y a d oc um e nt s i g n e d b y him o r h e r wa i v in g n o ti c e of a n y p as t , pr ese n t o r futur e m ee tin g o r m ee tin gs of t h e dir ec t o r s a nd ma y a t a n y t im e w ithdr aw th a t wa i ve r w ith r e s p ec t t o m ee tin g s h e ld a ft er th at w ithd rawa l. Af t e r se ndin g a wa i ve r w ith r e s pec t to a ll fu t ur e m ee tin gs a nd until th a t w a i ve r i s w ithd raw n , n o n o ti ce of a n y m ee tin g of th e dir ec t o r s n ee d b e g i ve n t o th a t dir ecto r a nd a ll m eet in g s of t h e dir ec t o r s so h e ld a r e d ee m e d n o t t o be imp ro p e rl y ca ll e d o r c o n s ti t u te d b y r easo n of n o ti ce n o t h av in g b ee n g i ve n t o s u c h dir ec t o r . Att e nd a n ce of a dir ec t or o r a lt e rn a t e dir ec t o r at a m ee tin g of th e dir ec t o r s i s a wa i ve r of n o ti ce of th e m eet in g unl e ss th at d ir ecto r o r alt e rn a t e dir ec t o r at te nd s th e m ee tin g fo r th e ex pr ess purp ose of o bj ec tin g t o th e tran sac ti o n of a n y bu s in ess o n th e gro und s t h a t t h e m ee tin g i s n o t l aw full y ca ll e d . Quorum 10. T h e qu o rum n ec,esa r y fo r th e t ra n sac tion o f th e bu s in ess of th e dir e ct o r s m ay b e se t b y th e dir ec t o r s a nd , i f n o t so se t , i s d ee m e d t o b e a maj o rit y of th e dire c t o r s o r , if th e numb e r o f dir ec t o r s i s se t at o n e , i s d ee m e d t o b e set a t o n e dir ecto r , a nd th a t dir ec t o r m ay co n s titut e a m ee tin g. Validity of Acts Wher e Appointment Defective 11. S ubj ec t t o th e Ac t , a n a c t o f a dir ec t o r o r offi c e r i s n o t in va lid m e r e l y b eca u s e of a n irr eg ularit y in th e e l ec ti o n o r a pp o i n tm e nt o r a d efect in th e qu a lifi ca ti o n o f th a t dir e ct o r o r of fi cer.

LE GAL_24557073 . 1 - 28 - Consent Resolutions in Writing 18.12 A r eso luti o n of th e direct o r s or of a n y co mmitt ee of the directors ma y b e passed w ith o ut a m ee tin g: (a) in a ll cases, if eac h of the directors e ntitl ed to vo t e o n th e r eso luti o n co n se nt s to it in writing; or (b) in the case of a re so lution to approve a contract o r transaction in r es p ec t of which a dir ecto r ha s di sclose d that h e o r s h e ha s o r m ay h ave a disclosable int e r est , if eac h of the o th e r director s who hav e not m a d e s uch a di sc l os ure co n se nt s in writing to the r eso luti o n . A consent in writing under thi s † 18 . 12 ma y be by s i g n e d document , fax, e mail or a n y ot h e r m et h od of transmitting l eg ibl y r ecor d e d m essages. A co n se nt in w ritin g m ay b e in two or mor e co unt er p a rt s w hi c h together are deemed to constitute one consent in writing. A r eso luti o n of the dir ecto r s o r of a n y co mmitt ee of the dir ecto r s pa sse d in accordance w ith this † 18 . 1 2 is effective o n th e d ate sta t ed in the co n se nt in writing o r on the lat es t dat e stated on any counterpart a nd i s d ee m e d to be a p rocee din g at a m eet in g of dir ec t o r s or of the co mmitt ee of the dir ecto r s a nd to b e as va lid and effect i ve as if it h ad been passed at a m ee tin g of the directors or of the committee of the dir ecto r s that sat i s fi es a ll the requirements of the Act and all the r eq uir eme nt s of th ese A t t i c l es r e latin g to m eet in gs of the dir ecto r s o r of a co mmitt ee of th e dir ec t o r s. PART 19 EXECUTIVE AND OTHER COMMITTEES Appointment and Powers of Executive Committee 1. The dir ecto r s may, by resolution , a pp o int a n exec uti ve co mmi ttee co n s i st in g of the dir ecto r or dir ectors that th ey co n s id e r appropriate , a nd this co mmitt ee h as, durin g the int erva l s between m eet in gs of the b oard of dir ecto r s , a ll of the dir ecto r s' power s , exce pt: (a) the p ower to fill vacancies in t h e board of directors ; (b) the power to remove a director; (c) the p owe r to c h a n ge th e membership of, or fill vacancies in , any committee of the dir ectors; a nd (d) s u c h ot h e r powers , if a n y , as ma y b e set o ut in th e resolution or a n y s ub seq u e nt directors ' r eso luti o n . Appointment and Power s of Other Committees 2. Th e dir ec t ors m ay, by resolution: (a) appoint one or more committees (ot h e r t han the executive committee) consisting of th e direct o r or dir ecto r s th at they consider appropriate; • (b) del egate to a co mmitt ee appointed und e r † (a) any of th e dir ectors' powers, except:

LE GAL_24557073 . 1 - 29 - (i) th e pow e r t o fill v aca n c i es in t h e b oa rd of dir ecto r s; ( ii ) th e p owe r to re m ove a dir ecto r ; (c ) (iii) th e p owe r t o c h a n ge t h e m e mb e r s hip o f , o r fill vaca n c i es in , a n y co mmitt ee of th e dir ec tor s; a nd (iv) th e p owe r t o a pp o int o r r e m ove of fi ce r s a pp o int e d b y th e dir ec t o r s ; a nd m a k e an y d e l egat i o n r efe rr e d t o in † ( b ) s ubj ec t t o th e co ndi t i o n s set o ut in th e r eso luti o n o r a n y s ub se qu e nt dir ecto r s' r eso luti o n . Obligations of Committees 3. A n y co mmitt ee a pp o in te d und e r † 1 9. 1 o r † 1 9.2 , in th e exe r c i se of t h e p owe r s d e l ega t e d t o it , mu s t: (a) co n fo rm t o a n y rul es t h at m ay fr o m tim e t o tim e b e imp ose d o n it b y th e dir ec t o r s; a nd (b) r e p o 1 t eve r y act o r thin g d o n e in exe r c i se o f t h ose p owe r s at s u c h tim es as t h e dir ec t o r s m ay r e quir e. Pow e r s of Board 4. Th e dir ec t o r s m ay, a t a n y tim e, w i t h r es p ec t to a co mmitt ee a pp o int e d und e r † 1 9. 1 o r † 19 .2: (a) r evo k e o r a l te r t h e a uth o ri ty g i ve n t o th e co mmitt ee , o r ove rrid e a d ec i s i o n m a d e b y th e co mmitt ee , exce pt as to acts d o n e b efo r e s u c h r evoca ti o n , a lt era ti o n o r ove rridin g; (b) t e rmin a t e t h e a pp o in t m e n t of , o r c h a n ge th e m e mb e r s hip o f , th e co mmi ttee; a n d (c) fill vaca n c i es in t h e co mmi ttee . Committee Meeting s 5. S ubj ec t t o † 1 9.3(a) a nd unl ess th e dir ec t o r s o th e r w i se p rov id e in th e r eso lu t i o n a pp o intin g th e co mmitt ee o r in a n y s ub se qu e nt r eso lu t i o n , w ith r es p ect to a co mmitt ee a pp o int e d und er † 19 . 1 o r † 1 9.2: (a) th e co mmi ttee m ay m ee t a nd a dj o urn as i t t hink s p ro p e r ; (b) t h e co mmitt ee m ay e l ec t a c h a ir o f it s m ee tin gs but , i f n o c hair of a m eet in g i s e l ec t e d , o r if a t a m eet in g th e c h a ir of th e m ee tin g i s n o t pr ese nt within 1 5 minut es afte r th e tim e se t fo r h o ldin g th e m ee tin g , th e dir ec t o r s pr ese nt w h o ar e m e mb e r s o f th e co mmitt ee m ay c h oose o n e of th e ir numb e r t o c h a ir th e m ee tin g; (c) a m a j o ri ty o f th e m e mb e r s of th e co mmitt ee co n s titut es a qu o rum o f th e co mmitt ee ; a nd (d) qu es ti o n s a ri s in g a t a n y m ee tin g of th e co mmitt ee a r e d e t e rmin e d b y a m a j o ri ty of vo t es of th e m e mb e r s pr ese n t , a nd in case of a n e qu a lit y of votes , th e c h a i r of t h e m ee tin g d oes n ot h ave a seco nd o r cas tin g vo t e .

LE GA L _24557073 . 1 - 3 0 - PART20 OFFICERS Directors Ma y Appoint Officer s 1. Th e dir ec t o r s m ay , fr o m tim e t o tim e , a pp o int s u c h o ffi ce r s , if a n y , as th e dir ec t o r s d e termin e a nd th e dir ec t o r s m ay , r . t a n y tim e , te rmin a t e a n y s u c h a pp o intm e nt. Functions , Duties and Powers of Officers 2. Th e dir ec t o r s m ay , for e a c h o ffi ce r : (a) d e t e rmin e th e fun c ti o n s a nd duti es of th e o ffi ce r ; (b) e ntru s t t o and co nfer o n th e of fi ce r a n y o f th e p owe r s exe r c i sa bl e b y th e dir ec t o r s o n s u c h t e rm s a nd co nditi o n s a nd w ith s u c h r es tri c ti o n s as th e dir ec t o r s t hink fi t ; a nd (c) r evo k e, withdraw , a lt e r or va r y a ll o r an y o f th e fun c ti o n s , duti es a nd p owe r s o f th e o ffi ce r. Qualifications 3. N o p e r so n m ay b e a pp o int e d as a n of fi ce r unl ess th a t p e r so n i s qu a lifi e d in acco rd a n ce w ith th e A c t. O n e p e r so n m ay h o ld m o r e t h a n o n e p os iti o n as a n of fi ce r of t h e Co mp a n y . A n y p e r so n a pp o int e d a s th e c h a ir of th e b oa rd o r a s a m a n ag in g dir ec t o r mu s t b e a dir ec t o r. A n y o th e r o ffi ce r n ee d n o t b e a dir ec t o r. Remuneration and Terms of Appointment 4. A ll a pp o intm e nt s o f o ffi ce r s a r e t o b e m a d e o n th e t e rm s a nd co nditi o n s a nd a t th e r e mun e rati o n (w h e th e r b y way of sa l a r y , fee , co mmi ss i o n , p a rti c ip a ti o n in p ro fit s o r o th e r w i se) th a t th e dir ec t o r s t hink s fit a nd a r e s ubj ec t t o t e rmin a ti o n a t th e pl eas ur e of th e dir ec t o r s , a nd a n office r m ay in a dditi o n t o s uch r e mun era ti o n b e e ntitl e d t o r ece i ve , a ft e r h e o r s h e cea s es t o h o ld s u c h of fi ce o r l eaves th e e mpl oy m e nt o f t h e Co mp a n y , a p e n s i o n o r g ratui ty .

PART 21 INDEMNIFICATION Definitions 21.1 In thi s P a rt 2 1 : (a) " eligible party ", in re l a ti o n t o a co mp a n y , m ea n s an indi v idual w h o : (i) i s o r was a dir ec t o r , a lt e rn ate dir e ctor or o ffic e r o f th e Co mp a n y ; (ii) i s o r w as a dir e ctor , a lt e rnat e dir ec tor o r o ffi ce r o f an o th e r co rp o r a ti o n (A) a : a tim e w h e n th e co rp o rati o n i s o r was an affili a te o f th e Co mp a n y , o r LE GA L _24557073 . 1 - 3 I - ( B ) a t th e r e qu est o f th e Co mp a n y ; o r ( iii ) a t th e r e qu es t o f th e Co mp a n y , i s o r w as , o r h o ld s o r h e ld a p os iti o n e qui va l e nt t o th a t o f , a dir ec t o r , a lt e rn a t e dir ec t o r o r o ffi ce r o f a p a rtn e r s hip , tru s t , j o int ve ntur e o r o th e r unin co rp o rat e d e ntit y ; and includ es , exce pt in th e d e finiti o n o f " e li g ibl e pro cee din g ", a nd † 16 3( I )(c) a nd ( d ) a nd † 16 5 of th e A c t , th e h e ir s a nd p e r so nal o r o th e r l ega l r e pr ese nt a ti ves o f th a t indi v idu a l ; (b) " eligible penalty " m ea n s a jud g m e nt , p e n a l ty o r fin e awa rd e d o r imp ose d in , o r a n a mount paid in se ttl e m e nt o f , a n e li g ibl e pr ocee din g; (c) " eligible proceeding " m e an s a p rocee din g in w hi c h an e li g ibl e p a r ty o r a n y of th e h e ir s a nd p e r so nal o r o th e r l ega l r e pr ese nt a ti ves o f th e e li g ibl e p a r ty , b y r easo n o f th e e li g ibl e p a r ty b e in g o r h av in g b ee n a dir ec t or , a lt e rn a t e dir ec t o r o r of fi ce r of , o r h o ldin g o r h av in g h e ld a p os iti o n e qui va l e nt t o th a t of a dir ecto r , a lt e rn a t e dir ecto r o r o ffi ce r of , th e Co mp a n y o r a n assoc iat e d co rp ora ti o n (i) i s o r ma y b e j o in e d a s a p arty ; o r (ii) i s o r ma y b e li a bl e fo r o r in r es p ec t o f a jud g m e nt , p e n a lt y o r fin e in , o r ex p e n se s r e l a t e d t o , th e p rocee din g ; (d) " e x pen s e s " h as th e m ea nin g se t o ut in th e Ac t a nd in c lud es costs , c h a r g es a nd ex p e n s es , in c ludin g l ega l a nd o th e r fees , but d oes n o t in c lud e jud g m e nt s , p e n a lti es , fin es o r a m o unt s p a id in se ttl e m e n t of a pr ocee din g; a nd (e) " proceeding " in c lud es a n y l ega l p rocee din g o r in ves ti ga ti ve act i o n , w h e th e r c urr e nt , t hr ea t e n e d , p e ndin g o r co mpl ete d . Mandatory Indemnification of Eligible Parties 2. S ubj ec t t o th e Ac t, th e Co mp a n y mu s t ind e mni fy eac h e li g ibl e p arty a nd t h e h e ir s a nd l ega l p e r so n a l r e pr ese nt a ti ves of eac h e li g ibl e p a rt y aga in st a ll e li g ibl e p e n a lti es to w hi c h s u c h p erso n is o r m ay b e li a bl e , a nd t h e Co mp a n y mu s t , a ft e r th e fin a l di s p os i t i o n of a n e li g ibl e p rocee din g , p ay th e ex p e n ses a ctu a ll y a nd r easo n a bl y incurr e d b y s u c h p e r so n in r es p ec t of th a t p rocee din g. Eac h e li g ibl e party i s d ee m e d t o h ave co nt rac t e d w ith th e Co mp a n y o n t h e te rm s o f th e ind e mnit y co nt a in e d in thi s † 2 1 .2 . Indemnification of Other Persons 3. S ubj ec t t o a n y r es tri c ti o n s in th e Ac t , th e Co mp a n y m ay ag r ee t o ind e mnif y a nd m ay ind e mni fy an y p e r s on ( in c ludin g a n eli g ibl e par ty) aga in s t e li g ible penaltie s a nd pa y ex p e n ses in c urr e d in co nn ec ti o n w ith th e p e r fo rm a n ce of se r v i ces b y th a t p e r so n for the Co mp a n y. Authority to Advance Expen s es 4. T h e Co mpan y m ay ad va n ce ex p e n ses t o a n e li g ibl e party t o th e ex t e nt p e rmitt e d by a nd in ac co rd a nc e w ith th e Ac t.

LE GA L _24557073 . 1 - 32 - Non - Compliance with Act 5. S ubj ec t t o th e A c t , th e failur e of a n e li gi bl e p a r ty o f th e Co mp a n y to co mpl y w ith t h e Ac t o r th ese Arti c l es o r , i f a ppli ca bl e, a n y fo rm e r Co mp a n ies Act o r fo rm er A r t i c l es d oes n o t , of it se l f, in va lid a t e a n y ind e mni ty t o w hi c h h e o r s h e i s e ntitl e d und e r t hi s P a rt 2 1 . Compan y Ma y Purcha se In s urance 6. Th e Co mp a n y m ay pur c h ase a nd m a in ta in in s u ra n ce fo r th e b e n e fit of a n y e li g ibl e p a r ty (o r th e h e i rs o r l ega l p e r so n a l r e pr ese nt a ti ves of a n y e li g ibl e par ty) aga in s t a n y Ii a bilit y in c urr e d b y a n y e li g ibl e p a r ty . PART22 DIVIDENDS Pa y ment of Di v idend s Subject to Special Ri g hts 1. T h e p rov i s i o n s of thi s P a t t 22 a r e s ubj ect to th e ri g h ts , i f a n y, of s h a r e h o ld e r s h o l d in g s h a r es w ith s p ec i a l ri g ht s as t o di v id e nd s . Declaration of Dividend s 2. S ubj ec t t o th e Act , th e dir ec t o r s m ay fr o m tim e t o t im e d ec l a r e a nd a uth o ri ze p ay m e n t o f s u c h di v id e nd s as t h ey m ay d ee m a d v i sa bl e. No Notic e Requir e d 3. T h e dir ec t o r s n ee d n ot g i ve n o ti ce to a n y s h a r e h o ld e r of a n y d ec l arat i on und e r † 22.2 . R e cord Date 4. T h e dir ec t o r s mu st set a d a t e as th e r eco rd d ate fo r th e purp ose of d ete rminin g s h a r e h o ld e r s e n t i t l e d t o r ece i ve p ay m e nt of a di v id e nd. T h e r eco rd d ate mu st n o t pr ece d e t h e d a t e o n w hich th e di v id e nd i s t o b e p a id b y m o r e th a n two m o nth s . Mann e r of Pa y ing Divid e nd 5. A r eso luti o n d e cl a rin g a di v id e nd m ay dir ec t p ay m e nt o f th e di v id e nd w h o ll y o r p a r t l y in m o n ey o r b y th e di s tribu t i o n of s p ec ifi c asse t s o r of fu ll y pa id s h a r es o r of b o nd s , d ebe ntur es o r ot h e r sec uriti es of t h e Co mp a n y o r a n y ot h e r co rp o rati o n , o r in a n y o n e o r m o r e of th ose ways. Settlement of Difficulties 6.

I f a n y diffi c ul ty ar i ses in r ega rd t o a di st ributi o n u nd e r † 22.5, t h e dir ecto r s m ay se ttl e th e di f fi c ul ty as th ey d ee m a d v i sa bl e, a nd , in p a rti c ul a r , m ay: (a) se t t h e va lu e fo r di s tri b uti o n of s p ec ifi c asse t s ; LE GA L _24557073 . 1 - 33 - (b) d ete rmin e that m o n ey in s ub s tituti o n for a ll o r a n y p a r t of th e s p ec ifi c a ss et s to w hi c h a n y s h a r e h o ld e r s a r e e ntitl e d m ay b e paid t o an y s h are h o ld e r s o n th e b as i s of t h e va lu e so fi xe d in o rd e r t o a dju s t t h e ri g ht s o f all p a rti es; and (c) ves t a n y s u c h s p ec ifi c a sse t s in tru s t ees fo r t h e p e r so n s e nti t l e d t o th e di v id e nd . When Dividend Pa y able 7. A n y di v id e nd m ay b e m a de p aya bl e o n s u c h d a t e as i s fi xe d by th e dir ec t o r s . Dividends to be Paid in Accordance with Number of Shares 8. A ll di v id e nd s o n s har es o f a n y cl ass o r se ri es o f s h a r es mu s t b e d ec l a r e d a nd pa id acco rdin g t o th e numb e r o f s u c h s h ares h e ld . Receipt b y Joint Shareholders 9. If severa l p e r so n s a r e j o int s har e h o ld e r s of a n y s h a r e , a n y o n e o f th e m m ay g i ve a n e ff ec ti ve r ecei pt fo r a n y di v id e nd , b o nu s o r o th e r m o n ey p aya bl e in r es p ec t of th e s h a r e . Dividend Bears No Interest 10. N o di v id e nd b ea r s in te r es t ag ain s t th e Co mp a n y . Fractional Dividends 11. If a di v id e nd t o w hi c h a s h a r e h o ld e r i s e nti t l e d in c lud es a fr ac t io n of t h e s m a ll es t m o n e t ary unit of t h e c urr e n cy of th e di v id e nd , th a t fr a c ti o n m ay b e di s r egar d e d in m a kin g p ay m e nt of th e di v id e nd a nd t h a t p ay m e nt r e pr ese nt s full p ay m e nt of th e di v id e nd. Pa y ment of Dividend s 12. A n y di v id e nd or o th e r d is tr i buti o n p aya bl e in m o n ey in r es p ec t of s h a r e s m ay b e p a id b y c h e qu e , m a d e p aya bl e t o th e o rd e r of th e p e r so n t o w h o m it i s se nt , a nd m a il e d t o t h e r eg i t e r e d a ddr e of th e s h a r e h o ld e r , o r in th e case of j o int s h a r e h o ld e r s , t o th e r eg i s t e r e d a ddr ess of t h e j o int s h a r e h o l de r w h o i s fir st n a m e d o n th e ce nt ra l sec uri t i es r eg i s t e r , o r t o th e p e r so n and t o th e a ddr e s th e s h a r e h o ld e r o r j o in t s h a r e h o ld ers m ay dir ec t in w ritin g . Th e m a iIin g of s u c h c h e qu e w ill , t o th e exte nt of th e s um r e pr ese nt e d b y th e c h e qu e ( plu s th e a m o unt of th e t ax r e quir e d b y l aw t o b e d e du c t e d ) , di sc h a r ge a ll li a bili ty fo r t h e di v id e nd unl ess s u c h c h e qu e i s n o t p a id o n pr ese ntati o n o r th e a m o unt of t ax so d e du c t e d i s n o t p a id t o t h e a pp ro pri a t e t ax in g a uth or i ty. Capitalization of Retained Earnings or Surplus 13. N o t w ith s t a ndin g a n yt hin g co nt a in e d in th ese A rti c l es , th e dir ec t o r s m ay fr o m tim e t o tim e ca pit a li ze a n y r e t a in e d e arnin gs o r s urplu s of th e Co mp a n y a nd m ay fro m tim e t o t im e i ss u e , a s full y p a id , s h a r es o r a n y b o nd s , d e b e ntur es o r o th e r sec uriti es of th e Co mp a n y as a di v id e nd re pr e s e n t in g th e r e t a in e d ea rnin gs o r s urplu s so ca pit a li ze d o r a n y p a r t th e r eof .

L EG A L_2 4 557073 . 1 - 34 - PART23 ACCOUNTING RECORDS AND AUDITOR Recording of Financial Affairs 1. The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Act. Inspection of Accounting Records 2. Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company. PART24 NOTICES Method of Giving Notice 1. Unless the Act or these Atticles provide otherwise, a n o ti ce , statement, report or other record required or permitted by the Act or these A rti c l es to be sent by or to a person may be sent by: (a) mail addressed to the person at the applicable address for that p e r so n as follows: (i) for a record mailed to a s h a r e h o ld e r , the shareholder's r eg i s t e r e d address; (ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the r eco rd s kept by the Company or the m a ilin g address provided b y the recipient for the sending of that record or r eco rd s of that class; (iii) in any other case, the mailing address of the intended r ec ipi e nt ; (b) delivery at the applicable address for that person as follows, addressed to the person: (i) for a record delivered to a s h a r e h o ld e r , the shareholder's r eg i ste r e d address; (ii) for a record delivered to a director or officer, the prescribed address for delivery s h ow n for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; (iii) in any other case, the delivery address of the intended r ec ipi e nt ; (c) se ndin g the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that c l ass ; (d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; (e) physical delivery to the intended recipient.

L EG A L_2 4 557073 . 1 - 35 - Deemed Receipt of Mailing 2. A n o ti ce, s t a t e m en t , report o r o th e r r eco rd that i s: (a) m a iled to a p e r so n by ordinar y m a il t o th e appli c abl e a ddr ess fo r th a t p e r so n r e f e rr e d t o in † 24 . 1 i s d ee m e d t o b e r e c e iv e d b y th e p e r so n t o w h o m it was m a il e d o n th e d ay (Sa turd ays , S und ays a nd h o lid ays exce pt e d ) foll ow in g th e d a t e of m a ilin g; (b) faxe d to a p e r so n t o the fax numb e r p rov id e d b y th a t p e r so n r efer r e d t o in † 24. 1 i s d ee m e d t o b e r ece i ve d b y th e per so n t o w h o m i t was faxe d o n th e d ay i t was faxe d ; a nd (c) e m a il e d t o a p e r so n t o th e e - m a il a ddr ess p rov id e d b y th a t p e r so n r efe rr e d t o in † 24 .11 s d ee m e d t o b e r e c e i ve d b y th e p e r so n t o w h o m it was e - m a il e d o n th e d ay th at i t was e m a il e d . Certificate of Sending 3. A ce rtifi ca t e s i g n e d b y th e sec r e t a r y , i f a n y , o r o th e r of fi ce r o f th e Co mp a n y o r of a n y o th e r co rp o ra t i o n ac tin g in t h a t ca p ac i ty o n b e h a l f of t h e Co mp a n y s t a tin g th at a n ot i ce , sta t e m e n t , r e p o r t or o th e r reco rd was se nt in acco rd a n ce w ith † 24. 1 i s co n c lu s i ve ev id e n ce of th a t fact. Notice to Joint S hareholder s 4. A n o ti ce , s t ate m e nt , r e p o rt o r ot h e r r eco rd m ay b e p rov id e d b y t h e Co mp a n y t o th e j o int s h a r e h o ld e r s of a s h a r e b y pro v idi ng s u c h r eco rd to t h e j o int s h a r e h o ld e r fir s t n a m e d in th e ce nt ra l sec uriti es r eg i s t e r in r es p ec t of th e s h a r e . Notice to Legal Personal Representatives and Tru s tees 5. A n o ti ce , s t a t e m e n t , r e p o r t o r ot h er r eco rd m ay b e p rov id e d b y t h e Co mp a n y t o th e p e r so n s e ntitl e d t o a s h a r e in co n se qu e n ce o f th e d ea th , b a nkrupt cy o r in ca p ac it y of a s h a r e h o ld e r b y: (a) m a ilin g t h e r eco rd , a dd resse d to th e m : (i) b y n a m e , b y th e titl e of t h e l ega l p e r so n a l r e pr ese nt a ti ve of t h e d ecease d o r in ca pa c it a t e d s h a r e h o ld e r , b y th e titl e of tru s t ee of th e b a nkrupt s h a r e h o ld e r o r b y a n y s imil a r d esc ripti o n ; a nd (ii) a t th e a ddr ess , i f a n y, uppli e d t o th e Co mp a n y fo r t h at purp ose b y th e p e r so n c l a imin g t o b e so e nti t l e d ; o r (b) i f a n a ddr ess r efe rr e d t o in † (a)( ii ) h as n o t b ee n s uppli e d t o th e Co mp a n y , b y g i v in g t h e n o ti ce in a m a nn e r in w hi c h i t mi g h t h ave b ee n g i ve n if t h e d eat h , b a nkrupt cy o r in ca p a cit y h a d n o t occ urr e d . Undelivered Notices 6. I f o n t wo co n sec u t i ve occas i o n s, a n o ti ce , s t a t e m e nt , r e p o rt o r o th e r r eco rd i s se nt t o a s h a r e h o ld e r pur s u a nt t o † 24 . 1 a nd o n eac h of th ose occas i o n s a n y s u c h r ecor d i s r e turn e d b eca u se th e s h a r e h o ld e r ca nn o t b e l oca t e d , th e Co mp a n y s h a ll n o t b e r e quir e d t o se nd a n y furth e r r eco rd s t o th e s h a r e h o ld e r until t h e s h a r e h o ld er in for m s th e Co mp a n y in w ri t in g of h is o r h e r n ew ad dr ess.

- 36 - PART25 SEAL Who May Attest Seal 1. Except as provided in † 25.2 and † 25.3, the Co mpan y ' s sea l , if any, must not be impressed on any record except when that impression is attested by the signatures of: (a) any two dir ec t o r s ; (b) any officer, together with any dir ecto r ; (c) if the Company only has one dir ecto r , that dir ector ; or (d) any one or more directors or officers or persons as may be determined by the directors. Seali n g Copies 2. For the purpose of certifying under seal a ce11ificate of incumbency of the directors or officers of the Company or a true copy of any reso lu tion or other d oc um e nt , despite † 25 . 1 , the impr e s s i o n of the sea l may be attested by the signature of any director or of fic e r or the signature of any other person as may be determined by the directors. Mechanical Reproduction of Sea l 3. The directors may authorize the seal to be impressed by third parties on hare certificate or b o nd s , debenture or other ecurities of the Company as they may determ in e appropriate from time to time. To enable the seal to be impressed on any share ce11ificates or b o nd s , debentures or other s ec uriti es of the Co mpan y , whether in definitive or interim form, on which facsimi l es of any of the i g n at ur e , of the directors or officers of the Company a r e , in accordance with the Act or these A 1 1 i c l e s , printed or otherwise mechanically reproduced , there may be delivered to t h e person employed to engrave, li thograph or print such defin i tive or interim share certificates or bonds , debentures or other ecuritie one or more un - mounted dies reproducing the sea l and such persons as are authorized under † 25.1 to attest the Company's seal may in writ in g authorize such person to cause the sea l to be impressed on such defi n itive or interim hare ce11ificates or bonds , debentures or other securities by the use of such dies. Share ce11ificates or bonds , debentures or other securities to which the seal ha been so impressed are for a ll purposes deemed to be under and to bear the sea l impressed on them. Amended and Restated Date: October 29, 2015 LEGAL _ 24557 0 73 . l LEGAL_24 557073 . 1 - 37 - New Part 26 added by shareholders ' annual general and special meeting held on March 27 , 2018 and a Notice of Alte r ation filed with the BC Registries on April 9 , 2018 at 11 : 11 AM Pacific Time . PART 26 SPECIAL RIGHTS AND RESTRICTIONS OF THE PREFERRED SHARES Preferred Shares issuable in series 26 . 1 The Preferr e d Shares ma y include o n e o r more series and, s ubj ect t o th e Bu s in ess Co rp oratio n s Act , the dir ecto r s m ay, b y r eso luti o n , if n o n e of the s h a r es of any patti c ul a r se rie s are i ss u e d , alter th e Articles of th e Co mp a n y and authorize the alteration of th e ot i ce of Articles of the Co mpan y , as th e case m ay be , to d o one o r m ore of the fo ll ow in g : (a) det e rmin e the maximum numb e r of s har es of that se rie s th at th e Co mpan y i s authorized to i ss u e , determine that there i s no s uch maximum number , o r a l ter an y s u c h det er min a ti o n ; ( b ) create an id e nti fy in g n a m e for th e s h a r es of that se ri es , o r a lt e r any s uch id e nti fy in g n a m e ; a nd (c) attach s p ec ial ri g ht s o r r est ricti o n s t o th e s hare s of th at se ri es , in c ludin g , but without limitin g o r r es tri c tin g the ge n era li ty of the foregoing , th e r ate o r a m o unt of di v id e nd s (whether c umulati ve , n o n - c umul a ti ve or p art iall y c umul a ti ve) , the dat es a nd pla ces of pa y m e nt t h e reof , the consideration for , a nd th e term and conditions of , a n y pur c h ase for ca nc e llati o n or r e demption th e r eof (includ in g r e d e mpti o n after a fix e d t e rm or at a pr e mium) , co nver s i o n o r exc han ge rights , the term s and conditions o f any s har e pur c h ase pl a n o r s inkin g fund , r es tri ct i o n s r es pe ct in g p ay m e nt of dividends o n , o r the r e p ay m e nt of car : it a l in re p ect of , a n y ot h e r s h a r e of the Co mp a n y a nd vo tin g ri g ht s a nd r e trictions ; o r a lt er a n y s u c h s p ec i a l ri g ht s o r restriction s ; but n o s uch s pecial ri g ht s o r r estr i c ti o n s h a ll co ntra ve n e any ot h er provi s i o n of thi s Part 26 . Dissolution or Winding up 26 . 2 The hold ers of Pr eferre d S h a r es s h a ll be e ntitl e d , o n th e liquidati o n o r di sso lu tion of the Co mpan y, w h et h e r vo luntar y o r in vo lun tary , o r o n any other di tributi o n of it s assets a m o n g it s s har e h o ld e r s fo r th e purp ose of winding up it s affa ir s , t o r ece iv e , b efo r e a n y di s tribution i s m ade to th e h o ld e r s of co mmon s h a r es o r any ot h er s h a r es of the Co mp a n y r a nkin g junior to the Pr efe rr e d Shares with r es p ect to th e r epay m e nt of capital o n the liquid at i o n o r di sso luti o n of the Co mp a n y , w h et h e r vo lunt ary o r in vo lun ta r y , o r o n a n y ot h e r distribution of it s assets a m o n g it s s h a r e h o ld e r s fo r the purp ose of w indin g up it s affairs , the a m o unt p a id up w ith respect to eac h Pr efer r e d S h are h e ld b y th em , together w ith the fixed premium ( if a n y) thereon . all acc ru e d and unp a id cumulative di v idend s ( i f a n y and if pr efe r e nti a l ) th e r eo n , w hich fo r s u c h purpo se s hall b e ca lculated as if s uch divid e nd s were accruing o n a d ay - t o - da y ba s i s up t o th e dat e of s uch di st ributi o n , whether o r not ea rn e d o r d ec lar e d , a nd a ll declar e d and unpaid n o n cumu l ative di v id e nd s (if any and if pr efe r e ntial ) thereon . After pa y m e nt to the h o lder s of the Pr efe rr e d S h a r es of t h e a m o unt s so pa ya bl e to them , they s h a ll n ot , as s u c h , b e e ntitl e d to s h are in any furth er distribution of th e prop e r ty o r as ets of th e Co mp a n y, exce pt as s p ec ifi ca ll y provid e d in the s p ec ial ri g ht s and r es triction s attached to any patticular se ri es . All asse t s remainin g after payment t o the h o ld e r s of Pr efe rr e d Shares as aforesaid s h a ll be di s tribut e d rateably among the h o ld e 1 s of the co mm o n s h a r e .

LEGAL_24557073 . 1 - 38 - Voting Right 26 . 3 Except for such rights relating to the election of directors on a default in payment of dividends as may be attached to any series of the Preferred Shares by the directors or in connection with convertible preferred shares, holders of Preferred Shares shall not be entitled, as such, to receive notice of, or to attend or vote at, any general meeting of shareholders of the Company .

319406.00024/309667490.3 PART 27 SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SERIES A - 1 CONVERTIBLE PREFERRED SHARES The Series A - 1 Convertible Preferred Shares (the “A - 1 Preferred Shares”) of the Company shall have the rights and restrictions set forth below. 27.1 Definitions. For the purposes of this Section 27, the following terms shall have the following meanings: “ A - 1 Holder ” shall mean, from time to time, a registered holder of an outstanding A - 1 Preferred Share as set out on the central securities register of the Company. “ A - 1 Preferred Shares ” shall have the meaning set forth above. “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder . “ Alternate Consideratio n” shall have the meaning set forth in Section 27.7(b). “ Attribution Parties ” shall have the meaning set forth in Section 27.6(c). “ BCBCA ” means the Business Corporations Act (British Columbia), as amended from time to time. “ Beneficial Ownership Limitation ” shall have the meaning set forth in Section 27.6(c). “ Business Da y” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in Canada or any day on which banking institutions in the Province of Ontario are authorized or required by law or other governmental action to close . “ Common Shares ” means the Company’s common shares, no par value, and stock of any other class of securities into which such securities may hereafter be reclassified or changed . “ Conversion Amount ” means, with respect to any A - 1 Preferred Share to be converted, the sum of (a) the Stated Value of such A - 1 Preferred Share, (b) a return equal to 10 % of the Stated Value per annum from the Original Issue Date of such A - 1 Preferred Share ; and (c) all other amounts due in respect of such A - 1 Preferred Share . “ Conversion Date ” shall have the meaning set forth in Section 27 . 6 (a) . “ Conversion Pric e” means US $ 3 . 445 per Common Share .

Part 27 deleted in its entirety and replaced with this Part 27 Approved by Directors: October 30, 2024 Effective : October 30, 2024 319406.00024/309667490.3 - 2 - “ Conversion Shares ” means, collectively, the Common Shares issuable upon conversion of the A - 1 Preferred Shares in accordance with the terms hereof . “ Distribution ” shall have the meaning set forth in Section 27.3. “ Exchange Act ” means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder . “ Fundamental Transaction ” shall have the meaning set forth in Section 27.7(b). “ Junior Securities ” shall have the meaning set forth in Section 27 . 227 . 2 (b) . “ Liquidation ” shall have the meaning set forth in Section 27 . 5 (a) . “ Liquidation Amount ” means, with respect to any A - 1 Preferred Share, the sum of (a) the Stated Value of such A - 1 Preferred Share, (b) a return equal to 10 % of the Stated Value per annum from the Original Issue Date of such A - 1 Preferred Share ; and (c) all other amounts due in respect of such A - 1 Preferred Share . “ Notice of Conversion ” shall have the meaning set forth in Section 27 . 6 (a) and be substantially in the form set forth in Schedule 27 . 6 (a) . “ Optional Redemption ” shall have the meaning set forth in Section 27.8(a). “ Optional Redemption Amount ” means, with respect to any A - 1 Preferred Share, the sum of (a) the Stated Value of such A - 1 Preferred Share, (b) a return equal to 10 % of the Stated Value per annum from the Original Issue Date of such A - 1 Preferred Share ; and (c) all other amounts due in respect of such A - 1 Preferred Share . “ Optional Redemption Date ” shall have the meaning set forth in Section 27 . 8 (a) . “ Optional Redemption Notice Date ” shall have the meaning set forth in Section 27 . 8 (a) . “ Original Issue Date ” means, with respect to any A - 1 Preferred Share, the date of the first issuance of such A - 1 Preferred Share regardless of the number of transfers of any particular A - 1 Preferred Share and regardless of the number of certificates, if any, or other evidence which may be issued to represent such A - 1 Preferred Share . “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind . “ Stated Value ” shall have the meaning set forth in Section 27 . 2 (a) . “ Successor Entity ” shall have the meaning set forth in Section 27 . 7 (b) . “ Trading Day ” means a day on which the principal Trading Market is open for business.

319406.00024/309667490.3 - 3 - “ Trading Market ” means the Nasdaq Capital Market (or any of its successors, or any other stock exchange or over - the - counter securities trading market on which the Common Shares may be listed or quoted for trading where the majority of trading occurs, from time to time) . “ Transfer Agent ” means Computershare Investor Services Inc . , the current transfer agent of the Company with a mailing address of 100 University Avenue, 8 th Floor, Toronto, Ontario M 5 J 2 Y 1 Canada and phone number of + 1 ( 800 ) 564 - 6253 , and any successor thereto . “ US $ ” means the lawful currency of the United States . 27.2 Designation, Number, Par Value and Rank. (a) The series of preferred shares shall be designated as Series A - 1 Convertible Preferred Shares and the number of shares of such series so designated shall be 500 A - 1 Preferred Shares, which shall not be subject to increase without the written consent of all of the A - 1 Holders . Each A - 1 Preferred Share shall have no par value and a stated value equal to US $ 10 , 000 (the “ Stated Value ”) . The A - 1 Preferred Shares shall be issued and maintained as uncertificated securities on the books and records of the Company . (b) The A - 1 Preferred Shares rank, with respect to redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding - up of the Company, or otherwise, senior in preference and priority to the Common Shares and each other class or series of shares (collectively with the Common Shares, the “ Junior Securities ”), provided, however that no series of preferred shares of the Company shall have a priority in respect of return of capital (whether on dissolution of the Company or on the occurrence of any other event that entitles holders of shares of a series of preferred shares to a return of capital) over any other series of preferred shares then outstanding . If any return of capital in respect of any series of preferred shares are not paid in full, all series of preferred shares shall participate rateably in respect of any repayment of capital in accordance with the sums that would be payable on such repayment of capital if all sums so payable were paid in full . 27 . 3 Dividends ; Pro Rata Distributions . The A - 1 Preferred Shares shall not be entitled to receive dividends (if any) unless declared by the directors of the Company, acting in their sole and absolute discretion .

During such time as the A - 1 Preferred Shares are outstanding, if the Company declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance of these A - 1 Preferred Shares, then, in each such case, an A - 1 Holder shall be entitled to participate in such Distribution to the same extent that the A - 1 Holder would have participated therein if the A - 1 Holder had held the number of Common Shares acquirable upon conversion of the A - 1 Holder’s A - 1 Preferred Shares in full (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the record date for such Distribution, or, if no record date is declared, the record date as of which the holders of Common Shares are to be determined for the participation in such Distribution (provided, however, to the extent that the A - 1 Holder’s right to participate in any such Distribution would result in the A - 1 Holder exceeding the Beneficial Ownership Limitation, then the A - 1 319406.00024/309667490.3 - 4 - Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the A - 1 Holder until such time, if ever, as its right thereto would not result in the A - 1 Holder exceeding the Beneficial Ownership Limitation, and, upon request in connection with a Distribution, the A - 1 Holder will provide the Company with accurate information with respect to such A - 1 Holder’s current beneficial ownership of Common Shares for the purposes of not breaching the Beneficial Ownership Limitation) . 4. Voting Rights . The A - 1 Preferred Shares shall not have the right to vote on any matters except as required by law, including under the BCBCA . Where such vote is required by law, as of any record date or other determination date, each A - 1 Holder shall be entitled to the number of votes such A - 1 Holder would have been entitled to if all A - 1 Preferred Shares held by such A - 1 Holder on such date had been converted into Common Shares on the applicable record date . 5. Liquidation. (a) In the event of any liquidation, dissolution or winding - up of the Company, whether voluntary or involuntary (a “ Liquidation ”), A - 1 Holders shall be entitled to be paid out of the assets of the Company legally available for distribution to the Company’s shareholders, before any distribution or payment may be made to the holder of any Junior Securities, an amount in cash equal to the Liquidation Amount of all A - 1 Preferred Shares held by such A - 1 Holder, plus all declared but unpaid dividends on all such A - 1 Preferred Shares . If amounts payable on a Liquidation, or on the occurrence of any other event that entitles the shareholders holding all series of preferred shares to be paid out of the assets of the Company legally available for distribution to the Company’s shareholders, including a return of capital, are not paid in full, the shares of all series of preferred shares must participate rateably in such distribution . (b) After payment to the A - 1 Holders of the Liquidation Amount to which they are entitled in full, such A - 1 Holders, as such, will have no right or claim to any of the assets of the Company. (c) The value of any property not consisting of cash that is distributed by the Company to the A - 1 Holders will equal the fair market value thereof (as determined in good faith by the board) on the date of distribution . (d) No holder of Junior Securities shall receive any cash upon a Liquidation unless the full Liquidation Amount to which the A - 1 Holders are entitled has been paid in cash. (e) For the avoidance of doubt, a Fundamental Transaction or change of control shall not be treated as a Liquidation for the purpose of this Section (unless in connection therewith, the liquidation, dissolution or winding up of the Company is specifically approved), but shall be treated as provided in Section 27 . 7 (c) hereof . 27.6 Conversion. (a) Conversions at Option of A - 1 Holder .

Each A - 1 Preferred Share shall be convertible at any time after the Original Issue Date at A - 1 Holder’s option into that number of Common Shares (subject to 319406.00024/309667490.3 - 5 - the limitation set forth in Section 27 . 6 (c)) determined by dividing the applicable Conversion Amount by the Conversion Price . A - 1 Holders shall effect conversions by providing the Company with a written election (a “ Notice of Conversion ”) . Each Notice of Conversion shall specify the number of Common Shares beneficially owned prior to the conversion at issue, the number of A - 1 Preferred Shares to be converted, the number of A - 1 Preferred Shares owned prior to the conversion at issue, the number of A - 1 Preferred Shares owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date that such Notice of Conversion to the Company is deemed delivered hereunder (such date, the “ Conversion Date ”) . If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Company is deemed delivered hereunder . The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error . If required by the Company, an A - 1 Holder shall deliver the certificate or other evidence representing such A - 1 Preferred Shares concurrently with the Notice of Conversion . A - 1 Preferred Shares converted into Common Shares in accordance with the terms hereof shall be cancelled and shall not be reissued . By reason of the provisions of this Section 27 . 6 (a), following the conversion of a portion of the A - 1 Preferred Shares, the number of A - 1 Preferred Shares available for conversion under any certificate or other physical evidence of the A - 1 Preferred Shares at any given time may be less than the amount stated on the face of the certificate or other physical evidence . Absent manifest error, following any conversion of A - 1 Preferred Shares, the remaining number of A - 1 Preferred Shares available for conversion under any certificate or other physical evidence shall be equal to the applicable number contained in the Company’s maintained for such purpose . (b) Mechanics of Conversion (i) Delivery of Conversion Shares Upon Conversion . Not later than five ( 5 ) Trading Days after each Conversion Date, the Company shall deliver, or cause to be delivered, to the converting A - 1 Holder Conversion Shares representing the number of Conversion Shares being acquired upon the conversion of the A - 1 Preferred Shares . The Company shall use its commercially reasonable efforts to deliver the Conversion Shares required to be delivered by the Company under this Section 27 . 6 through the Transfer Agent’s direct registration system . Conversion Shares may bear such legends as may be required under applicable United States and Canadian securities laws . (ii) Reservation of Shares Issuable Upon Conversion . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Shares for the sole purpose of issuance upon conversion of the A - 1 Preferred Shares as herein provided, free from pre - emptive rights or any other actual contingent purchase rights of Persons other than the A - 1 Holder, not less than such aggregate number of Common Shares as shall be issuable (taking into account the adjustments and restrictions of Section 27 . 7 ) upon the conversion of the then outstanding A - 1 Preferred Shares . The Company covenants that all Common Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non - assessable .

319406.00024/309667490.3 - 6 - (iii) Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the A - 1 Preferred Shares . As to any fraction of a share which the A - 1 Holder would otherwise be entitled to purchase upon such conversion, the Company shall round such fraction down to the nearest whole Common Share . (iv) Transfer Taxes and Expenses . The issuance of Conversion Shares on conversion of these A - 1 Preferred Shares shall be made without charge to any A - 1 Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the A - 1 Holders and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid . The Company shall pay all Transfer Agent fees required for rush processing of any Notice of Conversion required for rush electronic delivery of the Conversion Shares . (c) Beneficial Ownership Limitation . Notwithstanding any other provision of this Section 27 . 6 , the Company shall not effect any conversion of the A - 1 Preferred Shares, and an A - 1 Holder shall not have the right to convert any portion of A - 1 Preferred Shares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such A - 1 Holder (together with such A - 1 Holder’s Affiliates, and any Persons acting as a group together with such A - 1 Holder or any of such A - 1 Holder’s Affiliates(such persons, “ Attribution Parties ”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) . For purposes of the foregoing sentence, the number of Common Shares beneficially owned by such A - 1 Holder and its Affiliates or Attribution Parties shall include the number of Common Shares issuable upon conversion of the A - 1 Preferred Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Shares which are issuable upon (i) conversion of the remaining, unconverted Conversion Amount of A - 1 Preferred Shares beneficially owned by such A - 1 Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such A - 1 Holder or any of its Affiliates or Attribution Parties . In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13 (d) of the Exchange Act . For purposes of this Section 27 . 6 (c), in determining the number of outstanding Common Shares, an A - 1 Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the United States Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company setting forth the number of Common Shares outstanding . Upon the written or oral request of an A - 1 Holder, the Company shall within one ( 1 ) Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding . In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion of securities of the Company, including the A - 1 Convertible Shares, by the A - 1 Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported . The “ Beneficial Ownership Limitation ” shall be 19 .

99 % of the 319406.00024/309667490.3 - 7 - number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon conversion of A - 1 Preferred Shares held by the applicable A - 1 Holder . An A - 1 Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 27 . 6 (c) applicable to its A - 1 Preferred Shares provided that the Beneficial Ownership Limitation in no event exceeds 19 . 99 % of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon conversion of the A - 1 Preferred Shares held by the A - 1 Holder and the provisions of this Section 27 . 6 (c) shall continue to apply . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 27 . 6 (c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitations contained in this paragraph shall apply to a successor holder of A - 1 Preferred Shares . 27.7 Certain Rights. (a) Share Dividends and Share Splits . If, at any time while these A - 1 Preferred Shares are outstanding, the Company : (i) pays a share dividend or otherwise makes a distribution or distributions on Common Shares payable in Common Shares in which the A - 1 Holders do not participate ratably (and for the avoidance of doubt no conversion of, or payment of a dividend on, the A - 1 Preferred Shares shall constitute such a distribution), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Common Shares into a smaller number of shares, or (iv) issues, in the event of a reclassification of Common Shares, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding any shares held by the Company or its subsidiaries) outstanding immediately before such event, and of which the denominator shall be the number of Common Shares outstanding immediately after such event, in each case excluding any shares held by the Company or its subsidiaries . Any adjustment made pursuant to this Section 27 . 7 (a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re - classification . (b) Fundamental Transaction .

If, at any time while these A - 1 Preferred Shares are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and such offer has been accepted by the holders of 50 % or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions, effects any arrangement, reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock 319406.00024/309667490.3 - 8 - or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off or plan of arrangement) with another Person whereby such other Person acquires more than 50 % of the outstanding Common Shares (not including any Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then, the A - 1 Holder shall have the right to receive, (without regard to any limitation in Section 27 . 6 (c) on the conversion of the A - 1 Preferred Shares), the same kind and amount of securities, cash or property, as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if had been, immediately prior to such Fundamental Transaction, the holder of Conversion Shares, assuming conversion of the A - 1 Preferred Shares in accordance with its terms and any additional consideration (the “ Alternate Consideration ”) as a result of such Fundamental Transaction a holder of the number of Common Shares for which the A - 1 Preferred Shares are convertible immediately prior to such Fundamental Transaction would have the right to receive (without regard to any limitation in Section 27 . 6 (c) upon the conversion of A - 1 Preferred Shares) . For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration . If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the A - 1 Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of the A - 1 Preferred Shares following such Fundamental Transaction . To the extent necessary to effectuate the foregoing provisions, any successor entity to the Company after such Fundamental Transaction shall amend its articles or take such other corporate action as may be required to reflect the same terms and conditions and issue to the A - 1 Holders new preferred shares consistent with the foregoing provisions and evidencing the A - 1 Holders’ right to convert such preferred stock into Alternate Consideration . The Company shall cause any successor entity in a Fundamental Transaction (the “ Successor Entity ”) to assume all of the obligations of the Company applicable to the A - 1 Preferred Shares in accordance with the provisions of this Section 27 .

7 (c) pursuant to a written instrument substantially similar in form and substance to these terms prior to such Fundamental Transaction and, at the option of the A - 1 Holder, shall cause the Successor Entity to deliver to the A - 1 Holder in exchange for these A - 1 Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to these A - 1 Preferred Shares which are convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable upon conversion of these A - 1 Preferred Shares (without regard to any limitations on the conversion of these A - 1 Preferred Shares) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of the A - 1 Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory 319406.00024/309667490.3 - 9 - in form and substance to the A - 1 Holder . Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the rights and restrictions provided for herein referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company hereunder with the same effect as if such Successor Entity had been named as the Company herein . (c) Calculations . All calculations under this Section 27 . 7 shall be made to the nearest cent or the nearest 1 / 100 th of a share, as the case may be . For purposes of this Section 27 . 7 , the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Shares (excluding any shares held by the Company or its subsidiaries) issued and outstanding . (d) Notice to the A - 1 Holders. (i) Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 27 . 7 , the Company shall promptly deliver to each A - 1 Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment . (ii) Notice to Allow Conversion by A - 1 Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of Common Shares, (C) the Company shall authorize the granting to all holders of Common Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into other securities, cash or property, (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, or (F) the Company shall enter into an agreement to consummate any Fundamental Transaction, then, in each case, the Company shall cause to be delivered to each A - 1 Holder at its last address as it shall appear upon the central securities register of the Company, at least ten ( 10 ) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer share exchange, or other Fundamental Transaction is expected to become effective or close, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice .

The A - 1 Holder 319406.00024/309667490.3 - 10 - shall remain entitled to convert the Conversion Amount of these A - 1 Preferred Shares (or any part hereof) during the 10 - day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein . 27.8 Redemption (a) Optional Redemption at Election of Company . Subject to the provisions of this Section 27 . 8 (a) and the BCBCA, at any time after the third anniversary of the Original Issue Date, the Company may deliver a notice to the A - 1 Holder (the date such notice i s deemed delivered hereunder, the “ Optional Redemption Notice Date ”) of it s irrevocable election to redeem some or all of the then outstanding A - 1 Preferred Shares for cash in an amount equal to the Optional Redemption Amount on the 20 th Trading Day following the Optional Redemption Notice Date (such date, the “ Optional Redemption Date ” and such redemption, the “ Optional Redemption ”) . Subject to 27 . 8 (c), the Optional Redemption Amount i s payable in full on the Optional Redemption Date . (b) Redemption Procedure . The payment of cash pursuant to an Optional Redemption shall be payable on the Optional Redemption Date . Notwithstanding anything to the contrary in this Section 27 . 8 , the Company’s determination to redeem A - 1 Preferred Shares under Section 27 . 8 (a) shall be applied ratably among the A - 1 Holders . Any A - 1 Holder may elect to convert its A - 1 Preferred Shares pursuant to Section 27 . 6 prior to the Optional Redemption Date by the delivery of a Notice of Conversion to the Company . (c) Surrender of Certificates . If a certificate or other physical evidence representing A - 1 Preferred Shares exists, then on or before the Optional Redemption Date, each of the A - 1 Holders, unless such A - 1 Holder has exercised his, her or its right to convert such A - 1 Preferred Shares as provided in Section 27 . 6 , shall surrender the certificate(s) or other physical evidence representing such A - 1 Preferred Shares (or, if such A - 1 Holder alleges that such physical evidence has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate) to the Company in the manner and at the place designated in the Optional Redemption Notice, and upon such surrender the Optional Redemption Amount for such A - 1 Preferred Shares shall be payable to the order of the person whose name appears on such certificate or certificates or other physical evidence of the A - 1 Preferred Shares as the owner thereof .

Schedule 27.6(a) NOTICE OF CONVERSION (TO BE EXECUTED BY THE REGISTERED A - 1 HOLDER IN ORDER TO CONVERT A - 1 PREFERRED SHARES) The undersigned hereby elects to convert the number of shares of Series A - 1 Convertible Preferred Shares (the “A - 1 Preferred Shares”) indicated below into Common Shares, no par value per share (the “ Common Shares ”), of Edesa Biotech, Inc . , a British Columbia corporation, according to the conditions hereof, as of the date written below . If Common Shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto . No fee will be charged to the A - 1 Holders for any conversion, except for any such transfer taxes . Conversion calculations : Date to Effect Conversion: Number of Common Shares owned prior to Conversion: Number of A - 1 Preferred Shares owned prior to Conversion: Number of A - 1 Preferred Shares to be Converted: Conversion Amount of A - 1 Preferred Shares to be Converted: Number of Common Shares to be Issued: Applicable Conversion Price: Number of A - 1 Preferred Shares Remaining Following Conversion: (Choose One)  Direct Registration System (DRS) Registration Name: Address of Registration: Delivery Address: 319406.00024/309667490.3 319406.00024/309667490.3 [A - 1 HOLDER] By: Name: Title:

319406.00026/311149157.7 PART 28 SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SERIES B - 1 CONVERTIBLE PREFERRED SHARES The Series B - 1 Convertible Preferred Shares (the “B - 1 Preferred Shares”) of the Company shall have the rights and restrictions set forth below. 28.1 Definitions. For the purposes of this Section 28, the following terms shall have the following meanings: “ A - 1 Preferred Shares ” means the Series A - 1 Convertible Preferred Shares of the Company. “ B - 1 Holder ” shall mean, from time to time, a registered holder of an outstanding B - 1 Preferred Share as set out on the central securities register of the Company. “ B - 1 Preferred Shares ” shall have the meaning set forth above. “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder . “ Alternate Consideration ” shall have the meaning set forth in Section 28 . 7 (b) . “ Attribution Parties ” shall have the meaning set forth in Section 28 . 6 (c) . “ BCBCA ” means the Business Corporations Act (British Columbia), as amended from time to time. “ Beneficial Ownership Limitation ” shall have the meaning set forth in Section 28.6(c). “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in Canada or any day on which banking institutions in the Province of Ontario are authorized or required by law or other governmental action to close . “ Common Shares ” means the Company’s common shares, no par value, and stock of any other class of securities into which such securities may hereafter be reclassified or changed . “ Conversion Amount ” means, with respect to any B - 1 Preferred Share to be converted, the sum of (a) the Stated Value of such B - 1 Preferred Share, and (b) all other amounts due in respect of such B - 1 Preferred Share (which, for greater certainty, does not include Distributions) . “ Conversion Date ” shall have the meaning set forth in Section 28 . 6 (a) . “ Conversion Price ” means US $ 1 . 92 per Common Share . New Part 28 Added Approved by Directors: February 11, 2025 Effective: February 12, 2025 319406.00026/311149157.7 “ Conversion Shares ” means, collectively, the Common Shares issuable upon conversion of the B - 1 Preferred Shares in accordance with the terms hereof.

“ Distribution ” shall have the meaning set forth in Section 28.3. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “ Fundamental Transaction ” shall have the meaning set forth in Section 28.7(b). “ Junior Securities ” shall have the meaning set forth in Section 28.2(b). “ Liquidation ” shall have the meaning set forth in Section 28.5(a). “ Liquidation Amount ” means, with respect to any B - 1 Preferred Share, the sum of (a) the Stated Value of such B - 1 Preferred Share ; and (b) all other amounts due in respect of such B - 1 Preferred Share, (which, for greater certainty, does not include Distributions) . “ Notice of Conversion ” shall have the meaning set forth in Section 28 . 6 (a) and be substantially in the form set forth in Schedule 28 . 6 (a) . “ Original Issue Date ” means, with respect to any B - 1 Preferred Share, the date of the first issuance of such B - 1 Preferred Share regardless of the number of transfers of any particular B - 1 Preferred Share and regardless of the number of certificates, if any, or other evidence which may be issued to represent such B - 1 Preferred Share . “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind . “ Stated Value ” shall have the meaning set forth in Section 28 . 2 (a) . “ Successor Entity ” shall have the meaning set forth in Section 28 . 7 (b) . “ Trading Day ” means a day on which the principal Trading Market is open for business. “ Trading Market ” means the Nasdaq Capital Market (or any of its successors, or any other stock exchange or over - the - counter securities trading market on which the Common Shares may be listed or quoted for trading where the majority of trading occurs, from time to time) . “ Transfer Agent ” means Computershare Investor Services Inc . , the current transfer agent of the Company with a mailing address of 100 University Avenue, 8 th Floor, Toronto, Ontario M 5 J 2 Y 1 Canada and phone number of + 1 ( 800 ) 564 - 6253 , and any successor thereto . “ US$ ” means the lawful currency of the United States.

319406.00026/311149157.7 28.2 Designation, Number, Par Value and Rank. (a) The series of preferred shares shall be designated as “Series B - 1 Convertible Preferred Shares”. Each B - 1 Preferred Share shall have stated value equal to US$10,000 (the “ Stated Value ”). (b) The B - 1 Preferred Shares rank, with respect to rights (including as to the distribution of assets) upon liquidation, dissolution or winding - up of the Company, or otherwise, senior in preference and priority to the Common Shares and each other class or series of shares with respect to the repayment of capital on the liquidation, dissolution or winding - up of the Company (collectively, each such other class or series (other than the A - 1 Preferred Shares) and the Common Shares, the “ Junior Securities ”), provided, however that no series of preferred shares of the Company shall have a priority in respect of return of capital (whether on dissolution of the Company or on the occurrence of any other event that entitles holders of shares of a series of preferred shares to a return of capital) over any other series of preferred shares then outstanding . If any return of capital in respect of any series of preferred shares are not paid in full, all series of preferred shares shall participate rateably in respect of any repayment of capital in accordance with the sums that would be payable on such repayment of capital if all sums so payable were paid in full . 3. Dividends ; Pro Rata Distributions . The B - 1 Preferred Shares shal l not be entitle d t o receive div i dend s (if any) unles s declared b y the directors of the Company , acting i n their sole and absolute discretion . During such time as the B - 1 Preferred Shares are outst a nd i ng, if the Company declares or makes any dividend or other distr i but i on of its assets (or rights to acquire its assets) to holders of Com m on Shares, by way of return of capital or otherwise (including , withou t limitation , any distr i bution of cash, stock or other securities, property or options by way of a dividend, sp i n off, reclassification, corporate rearrangement, scheme of arrangement or other simila r transaction), other than, for greater certainty, o n a Liquidatio n (a “ Distribution ”), at any time after the issuance of these B - 1 Preferred Shares, then, in each such case, a B - 1 Holder s hall be entitle d t o participate i n such Distributio n to the same extent that the B - 1 Holder would have participated therein if the B - 1 Holder had held the number of C o mmo n Shares acquirable up on conversion of the B - 1 Holder’s B - 1 Preferred Shares i n full (wi t hou t regard to any limitati o n s o n conversion hereof, i n clu d ing withou t limitation , the Beneficial Ownership Limitation ) imm e diatel y before the record date for such Distribution , or, if n o record date i s declared, the record date as of which the holder s of Commo n Shares are t o be determined for the participation i n such Distrib u tio n (provided, however, t o the extent that the B - 1 Holder’s right to participate i n any such Distributio n woul d result i n the B - 1 Holder exceeding the Beneficial Ownership L i mitation , then the B - 1 Holder shall not be entitle d t o participate i n such Distributio n t o such extent (or in the beneficial ownership of any Com m on Shares as a result of such Distribution to such extent) and the portio n of such Distributio n shal l be hel d i n abeyance for the benefit of the B - 1 Holder unti l such time , if ever, as it s right thereto woul d not result i n the B - 1 Holder exceeding the Beneficial Ownership Limitation , and, upo n request i n connection wit h a Distribution , the B - 1 Holder wil l provide the C o mpany wit h accurate information wit h respect to such B - 1 Holder’s current beneficial ownership of Com m on Shares for the purposes of no t breaching the Beneficial Ownership Limitation) . 4. Voting Rights . The B - 1 Preferred Shares shall not have the right to vote on any matters except as required by law, including under the BCBCA . Where such vote is required by law, as of any record date or other determination date, each B - 1 Holder shall be entitled to the number of votes such B - 1 Holder would have 319406.00026/311149157.7 been entitled to if all B - 1 Preferred Shares held by such B - 1 Holder on such date had been converted into Common Shares on the applicable record date.

28.5 Liquidation. (a) In the event of any liquidation, dissolution or winding - up of the Company, whether voluntary or involuntary (a “ Liquidation ”), B - 1 Holders shall be entitled to be paid out of the assets of the Company legally available for distribution to the Company’s shareholders, before any distribution or payment may be made to the holder of any Junior Securities, an amount in cash equal to the Liquidation Amount of all B - 1 Preferred Shares held by such B - 1 Holder, plus all declared but unpaid dividends on all such B - 1 Preferred Shares (but for certainty, any payment of declared and unpaid dividends shall be on a pari passu basis with the Common Shares and A - 1 Preferred Shares and any other series or class of shares ranking pari passu with the B - 1 Preferred Shares with respect to dividends) . If amounts payable on a Liquidation, or on the occurrence of any other event that entitles the shareholders holding all series of preferred shares to be paid out of the assets of the Company legally available for distribution to the Company’s shareholders, including a return of capital, are not paid in full, the shares of all series of preferred shares must participate rateably in such distribution . (b) After payment to the B - 1 Holders of the Liquidation Amount to which they are entitled in full, such B - 1 Holders, as such, will have no right or claim to any of the assets of the Company, other than to declared and unpaid dividends as provided in Section 28 . 5 (a) hereof . (c) The value of any property not consisting of cash that is distributed by the Company to the B - 1 Holders will equal the fair market value thereof (as determined in good faith by the board) on the date of distribution . (d) No holder of Junior Securities shall receive any cash upon a Liquidation unless the full Liquidation Amount to which the B - 1 Holders are entitled has been paid in cash. (e) For the avoidance of doubt, a Fundamental Transaction or change of control shall not be treated as a Liquidation for the purpose of this Section (unless in connection therewith, the liquidation, dissolution or winding up of the Company is specifically approved), but shall be treated as provided in Section 28 . 7 (b) hereof . (f) For the avoidance of doubt, the B - 1 Holders shall be afforded the opportunity to convert the Series B - 1 Preferred Shares prior to, and conditioned upon, the occurrence of any Liquidation Event. 28.6 Conversion. (a) Conversions at Option of B - 1 Holder . Each B - 1 Preferred Share shall be convertible at any time after the Original Issue Date at B - 1 Holder’s option into that number of Common Shares (subject to the limitation set forth in Section 28 . 6 (c) determined by dividing the applicable Conversion Amount by the Conversion Price . B - 1 Holders shall effect conversions by providing the Company with a written election (a “ Notice of Conversion ”) .

Each Notice of Conversion shall specify the number of Common Shares beneficially owned prior to the conversion at issue, the number of B - 1 Preferred 319406.00026/311149157.7 Shares to be converted, the number of B - 1 Preferred Shares owned prior to the conversion at issue, the number of B - 1 Preferred Shares owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date that such Notice of Conversion to the Company is deemed delivered hereunder (such date, the “ Conversion Date ”) . If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Company is deemed delivered hereunder . The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error . If required by the Company, a B - 1 Holder shall deliver the certificate or other evidence representing such B - 1 Preferred Shares concurrently with the Notice of Conversion . B - 1 Preferred Shares converted into Common Shares in accordance with the terms hereof shall be cancelled and shall not be reissued . By reason of the provisions of this Section 28 . 6 (a), following the conversion of a portion of the B - 1 Preferred Shares, the number of B - 1 Preferred Shares available for conversion under any certificate or other physical evidence of the B - 1 Preferred Shares at any given time may be less than the amount stated on the face of the certificate or other physical evidence . Absent manifest error, following any conversion of B - 1 Preferred Shares, the remaining number of B - 1 Preferred Shares available for conversion under any certificate or other physical evidence shall be equal to the applicable number contained in the Company’s records maintained for such purpose . (b) Mechanics of Conversion (i) Delivery of Conversion Shares Upon Conversion . Not later than five ( 5 ) Trading Days after each Conversion Date, the Company shall deliver, or cause to be delivered, to the converting B - 1 Holder Conversion Shares representing the number of Conversion Shares being acquired upon the conversion of the B - 1 Preferred Shares . The Company shall use its reasonable best efforts to deliver the Conversion Shares required to be delivered by the Company under this Section 28 . 6 through the Transfer Agent’s direct registration system . Conversion Shares may bear such legends as may be required under applicable United States and Canadian securities laws . (ii) Reservation of Shares Issuable Upon Conversion . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Shares for the purpose of issuance upon conversion of the B - 1 Preferred Shares as herein provided, free from pre - emptive rights or any other actual contingent purchase rights of Persons other than the B - 1 Holders, not less than such aggregate number of Common Shares as shall be issuable (taking into account the adjustments and restrictions of Section 28 . 7 ) upon the conversion of the then outstanding B - 1 Preferred Shares . The Company covenants that all Common Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non - assessable . (iii) Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the B - 1 Preferred Shares . As to any fraction of a share which the B - 1 Holder would otherwise be entitled to purchase upon such conversion, the Company shall round such fraction down to the nearest whole Common Share .

319406.00026/311149157.7 (iv) Transfer Taxes and Expenses . The issuance of Conversion Shares on conversion of these B - 1 Preferred Shares shall be made without charge to any B - 1 Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the B - 1 Holders and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid . The Company shall pay all Transfer Agent fees required for rush processing of any Notice of Conversion required for rush electronic delivery of the Conversion Shares . (c) Beneficial Ownership Limitation . Notwithstanding any other provision of this Section 28 . 6 , the Company shall not effect any conversion of the B - 1 Preferred Shares, and a B - 1 Holder shall not have the right to convert any portion of B - 1 Preferred Shares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such B - 1 Holder (together with such B - 1 Holder’s Affiliates, and any Persons acting as a group together with such B - 1 Holder or any of such B - 1 Holder’s Affiliates (such persons, “ Attribution Parties ”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) . For purposes of the foregoing sentence, the number of Common Shares beneficially owned by such B - 1 Holder and its Affiliates or Attribution Parties shall include the number of Common Shares issuable upon conversion of the B - 1 Preferred Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Shares which are issuable upon (i) conversion of the remaining, unconverted Conversion Amount of B - 1 Preferred Shares beneficially owned by such B - 1 Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such B - 1 Holder or any of its Affiliates or Attribution Parties . In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13 (d) of the Exchange Act . For purposes of this Section 28 . 6 (c), in determining the number of outstanding Common Shares, a B - 1 Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the United States Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company setting forth the number of Common Shares outstanding . Upon the written or oral request of a B - 1 Holder, the Company shall within one ( 1 ) Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding . In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion of securities of the Company, including the B - 1 Preferred Shares, by the B - 1 Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported . The “ Beneficial Ownership Limitation ” shall be 4 . 99 % (or, upon election by a Holder prior to the issuance of any shares of Series B - 1 Preferred Stock, 9 . 99 % ) of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon conversion of B - 1 Preferred Shares held by the applicable B - 1 Holder . A B - 1 Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 28 .

6 (c) applicable to its B - 1 Preferred Shares provided that the Beneficial 319406.00026/311149157.7 Ownership Limitation in no event exceeds 19 . 99 % of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon conversion of the B - 1 Preferred Shares held by the B - 1 Holder and the provisions of this Section 28 . 6 (c) shall continue to apply . Any such increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 28 . 6 (c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation . The limitations contained in this paragraph shall apply to a successor holder of B - 1 Preferred Shares . 28.7 Certain Rights. (a) Share Dividends and Share Splits . If, at any time while these B - 1 Preferred Shares are outstanding, the Company : (i) pays a share dividend or otherwise makes a distribution or distributions on Common Shares payable in Common Shares in which the B - 1 Holders do not participate ratably (and for the avoidance of doubt no conversion of, or payment of a dividend on, the B - 1 Preferred Shares shall constitute such a distribution), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Common Shares into a smaller number of shares, or (iv) issues, in the event of a reclassification of Common Shares, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding any shares held by the Company or its subsidiaries) outstanding immediately before such event, and of which the denominator shall be the number of Common Shares outstanding immediately after such event, in each case excluding any shares held by the Company or its subsidiaries . Any adjustment made pursuant to this Section 28 . 7 (a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re - classification . (b) Fundamental Transaction .

If, at any time while these B - 1 Preferred Shares are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and such offer has been accepted by the holders of 50 % or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions, effects any arrangement, reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off or plan of arrangement) with another Person whereby such 319406.00026/311149157.7 other Per s on acquires more than 50 % of the outstanding Com m on Shares (not inc l uding any Com m on Shares held by the other P e rson or other Persons mak i ng or party to, or associated or affiliated wit h the other Person s mak i ng or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then , the B - 1 Holder shal l have the right t o receive, (withou t regard to any limitatio n in Secti on 28 . 6 (c) o n the conversion of the B - 1 Preferred Shares), the same kin d and amoun t of securities, cash or property, as it wou l d have been entitle d to receive upon the occurrence of such Fund a mental Transaction if had been, immediate l y prior to such Fundamental Transaction, the holder of Conve r s i on Shares, assuming conversion of the B - 1 Preferred Shares i n accordance wit h it s term s and any additional consideration (the “ Alternate Consideration ”) as a resul t of such Fundamenta l Transaction a holder of the number of Common Shares for which the B - 1 Preferred Shares are convertible immediately prior to such Fundamental Transaction wou l d have the right to receive (without regard to any limitation in Section 28 . 6 (c) upon the conversion of B - 1 Preferred Shares) . For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration . If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the B - 1 Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of the B - 1 Preferred Shares following such Fundamental Transaction . T o the extent necessary t o effectuate the foregoing provisions , any successor entit y to the Company after such Fundamenta l Transaction shal l amend it s articles or take such other corporate action as ma y be required to reflect the same term s and conditions and issu e to the B - 1 Holders new preferred shares consistent wi t h the foregoing provisions and evidencing the B - 1 Holders’ right t o convert such preferred stock in t o Alternate Consideration . The Comp a ny shall cause any successor entity in a Fundamenta l Transaction (the “ Successor Entity ”) to assum e al l of the obligation s of the Compa n y applicable t o the B - 1 Preferred Shares i n accordance wi t h the provision s of thi s Sec t io n 28 . 7 (b) pursuant t o a writte n instrument substantially similar i n form and substance t o these terms prior to such Fundamental Transaction and, at the o pti on of the B - 1 Holder, s h al l cause the Successor E n tity t o deliver to the B - 1 Holder in exchange for these B - 1 Preferred Shares a security of the Successor E n tit y evidenced by a writte n instrument substantially s i mila r i n form and substance t o these B - 1 Preferred Shares which are convertible for a corresponding number of shares of capital stock of such Successor Ent i ty (or its parent entity) equivalent to the Common Shares acquirable and receivable u po n conversion of these B - 1 Preferred Shares (without regard t o any limitati ons o n the conversion of these B - 1 Preferred Shares) prior to such Fund a mental Transaction, and with a conversion price which applies the Conve r sion Price hereunder to such shares of capital sto c k (but tak i ng into account the relative value of the C o mmo n Shares pursuan t t o such Fundamenta l Transaction and the value of such shares of capital sto c k, such number of shares of capital stock and such conversion price bein g for the purpose of protecting the economic value of the B - 1 Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory i n form and substance t o the B - 1 Holder .

Upo n the occurrence of any such Fundamental Transaction, the Successor Entit y shall succeed to, and be substitute d for (so tha t from and after the date of such 319406.00026/311149157.7 Fundamental Transaction, the rights and restrictions provided for herein referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company hereunder with the same effect as if such Successor Entity had been named as the Company herein . (c) Calculations . All calculations under this Section 28 . 7 shall be made to the nearest cent or the nearest 1 / 100 th of a share, as the case may be . For purposes of this Section 28 . 7 , the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Shares (excluding any shares held by the Company or its subsidiaries) issued and outstanding . (d) Notice to the B - 1 Holders. (i) Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 28 . 7 , the Company shall promptly deliver to each B - 1 Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment . (ii) Notice to Allow Conversion by B - 1 Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of Common Shares, (C) the Company shall authorize the granting to all holders of Common Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into other securities, cash or property, (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, or (F) the Company shall enter into an agreement to consummate any Fundamental Transaction, then, in each case, the Company shall cause to be delivered to each B - 1 Holder at its last address as it shall appear upon the central securities register of the Company, at least ten ( 10 ) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer share exchange, or other Fundamental Transaction is expected to become effective or close, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice . The B - 1 Holder shall remain entitled to convert the Conversion Amount of these B - 1 Preferred Shares (or any part hereof) during the 10 - day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Schedule 28.6(a) NOTICE OF CONVERSION (TO BE EXECUTED BY THE REGISTERED B - 1 HOLDER IN ORDER TO CONVERT B - 1 PREFERRED SHARES) The undersigned hereby elects to convert the number of shares of Series B - 1 Convertible Preferred Shares (the “B - 1 Preferred Shares”) indicated below into Common Shares, no par value per share (the “ Common Shares ”), of Edesa Biotech, Inc . , a British Columbia corporation, according to the conditions hereof, as of the date written below . If Common Shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto . No fee will be charged to the B - 1 Holders for any conversion, except for any such transfer taxes . Conversion calculations : Date to Effect Conversion: Number of Common Shares owned prior to Conversion: Number of B - 1 Preferred Shares owned prior to Conversion: Number of B - 1 Preferred Shares to be Converted: Conversion Amount of B - 1 Preferred Shares to be Converted: Number of Common Shares to be Issued: Applicable Conversion Price: Number of B - 1 Preferred Shares Remaining Following Conversion: (Choose One)  Direct Registration System (DRS) Registration Name: Address of Registration: Delivery Address: 319406.00026/311149157.7 319406.00026/311149157.7 [B - 1 HOLDER] By: Name: Title:

EX-10.1 3 exh_101.htm EXHIBIT 10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2025, between Edesa Biotech, Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act (as defined herein) contained in Section 4(a)(2) thereof and/or Regulation D thereunder, and pursuant to available exemptions from Canadian prospectus requirements under NI 45-106 (as defined herein) the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Agreement” shall have the meaning ascribed to such term in the preamble.

“Amendment to the Articles” means a Notice of Alteration to the Company’s Notice of Articles amending its Articles to reflect the terms of the Preferred Shares in the form of Exhibit A attached hereto.

“Anti-Money Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(nn).

“Applicable Securities Laws” means all applicable securities laws in each of the jurisdictions in which a Purchaser resides, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulators of such jurisdictions.

“Articles” means the articles of the Company, as amended from time to time.

“Balance Sheet Date” shall have the meaning ascribed to such term in Section 3.1(h).

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a statutory holiday or any other day on which banking institutions in Toronto, Ontario, Canada are authorized or required by law or other governmental action to close.

“Canadian Commissions” shall have the meaning ascribed to such term in Section 4.9.

“Canadian Securities Laws” means all Applicable Securities Laws in Canada.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.

“Commission” means the United States Securities and Exchange Commission.

“Common Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Common Shares” means the common shares of the Company, with no par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Company” shall have the meaning ascribed to such term in the preamble.

“Company’s Auditors” means MNP LLP.

“Company Disclosure Letter” shall have the meaning ascribed to such term in Section 3.1.

“Conversion Shares” means the Common Shares issuable upon conversion of the Preferred Shares.

“Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof (or such earlier time as may be determined by the Company), and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof (or such earlier time as may be determined by the Company).

“Disqualification Event” shall have the meaning ascribed to such term in Section 3.1(cc).

“Effective Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Shares and Conversion Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Shares or Conversion Shares is not an Affiliate of the Company, or (d) all of the Shares and Conversion Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions.

“Environmental Law” shall have the meaning ascribed to such term in Section 3.1(m).

“ERISA” shall have the meaning ascribed to such term in Section 3.1(k)(ii).

“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” shall have the meaning ascribed to such term in Section 3.1(j).

“Governmental Authority” shall have the meaning ascribed to such term in Section 3.1(d).

“Hazardous Material” shall have the meaning ascribed to such term in Section 3.1(m).

“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Investor Rights Agreement” means the Investor Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

“Issuer Covered Person” shall have the meaning ascribed to such term in Section 3.1(cc).

“Lead Investor” means a Purchaser or affiliated group of Purchasers expected to purchase Securities with an aggregate initial purchase price of approximately US$7,000,000.

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1 (d)

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” shall have the meaning ascribed to such term in Section 3.1(b).

“Material Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“NI 45-102” means National Instrument 45-102 Resale of Securities.

“NI 45-106” shall have the meaning ascribed to such term in Section 3.2(e).

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure

Obligations.

“NI 52-110” means National Instrument 52-110 – Audit Committees.

“OFAC” shall have the meaning ascribed to such term in Section 3.1(mm).

“Patriot Act” shall have the meaning ascribed to such term in Section 3.2(m).

“PCMLTFA” shall have the meaning ascribed to such term in Section 3.2(m).

“Per Preferred Share Purchase Price” equals US$10,000.

“Per Share Purchase Price” equals US$1.92, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Shares that occur after the date of this Agreement and prior to the Closing Date.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint share company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Shares” means the Series B-1 Convertible Preferred Shares of the Company with no par value per Preferred Share and a stated value of US$10,000 per Preferred Share convertible into Common Shares at a conversion price of US$1.92.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Purchaser” or “Purchasers” shall have the meaning ascribed to such terms in the preamble.

“Purchaser Information” shall have the meaning ascribed to such term in Section 4.9.

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.4.

“Registration Statement” means a registration statement meeting the requirements set forth in the Investor Rights Agreement and covering the resale by the Purchasers of the Shares and the Conversion Shares.

“Reporting Period” shall have the meaning ascribed to such term in Section 4.3(b).

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Sanctions Law” shall have the meaning ascribed to such term in Section 3.1(mm).

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities” means, collectively or individually, as applicable, any or all of the Shares, Preferred Shares and Conversion Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SEDAR+” means the computer system for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format known as the System for Electronic Data Analysis and Retrieval + which is available online at www.sedarplus.ca.

“Shares” means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Common Shares).

“Standard Settlement Period” shall have the meaning ascribed to such term in Section 4.1(d).

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Preferred Shares purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Amendment to the Articles and the Investor Rights Agreement.

“Transfer Agent” means Computershare Investor Services Inc., the current transfer agent of the Company, with a mailing address of 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, and any successor transfer agent of the Company.

ARTICLE II.
PURCHASE AND SALE

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of approximately US$15,000,000 of Shares and Preferred Shares. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The Company shall deliver to each Purchaser its respective Share and Preferred Shares, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020, on the Closing Date or at such other location(s) or remotely by facsimile transmission or other electronic means as the parties may mutually agree.

2.2 Deliveries.

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) the Company shall have provided each Purchaser with the Company’s wire instructions;

(iii) evidence of the issuance of a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser;

(iv) a notice of uncertificated issuance evidencing a number of Preferred Shares equal to such Purchaser’s Subscription Amount attributable to the Preferred Shares divided by the Per Preferred Share Purchase Price and evidence that the Amendment to the Articles are in effect;

(v) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, certifying (i) the resolutions consistent with Section 3.1(c) as adopted by the Board, (ii) the Company’s Articles, as amended by the Amendment to the Articles, and (iii) that the Company has performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and

(vi) the Investor Rights Agreement duly executed by the Company.

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by such Purchaser;

(ii) to such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company;

(iii) the Investor Rights Agreement duly executed by such Purchaser; and

(iv) if required by the Company, satisfactory evidence of the Purchaser’s qualifications to purchase the Securities in reliance on an exemption from the Securities Act or the Canadian prospectus requirements in NI 45-106, as applicable.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and

(iv) the delivery by the Lead Investor of the Investor Rights Agreement.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) the delivery by the Lead Investor to the Company of the Investor Rights Agreement

(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(vi) the filing of the Amendment to the Articles with the British Columbia Registrar of Companies;

(vii) the Company shall have obtained all Required Approvals required to be obtained on or prior to the Closing Date; and

(viii) the Common Shares shall be designated for quotation or listed on the principal Trading Market, and from the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports and in the confidential disclosure letter delivered by the Company to the Purchasers prior to the execution of this Agreement (the “Company Disclosure Letter”), the Company hereby makes the following representations and warranties to each Purchaser:

(a)    Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s Form 10-K for the fiscal year ended September 30, 2024. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)  Organization and Qualification. The Company and each of its Subsidiaries are duly organized, validly existing as a corporation or other entity and in good standing under the laws of their respective jurisdictions of organization. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, articles, notice of articles, bylaws or other organizational or charter documents. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation or other entity 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 or other organizational power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the SEC Reports, and as currently carried on, 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 reasonably be expected to have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

(c) Authorization; Enforcement. The Company has full legal right, power and authority to enter into the Transaction Documents and perform the transactions contemplated thereby. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith other than in connection with the Required Approvals. The Transaction Documents have been (or will be upon execution) duly authorized, executed and delivered by the Company and are a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles. The Amendment to the Articles shall be filed on or before the Closing Date with the British Columbia Registrar of Companies pursuant to Section 2.2 and, as of such filing, the Company’s articles, as so amended, shall be in full force and effect, enforceable against the Company in accordance with its terms.

(d)  No Conflicts. Neither the Company nor any of its Subsidiaries is (i) in violation of its certificate or articles of incorporation, articles, notice of articles, bylaws or other organizational or charter documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a 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 its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority (as defined below), 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’s knowledge, no other party under any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse Effect. “Governmental Authority” means (i) any federal, state, provincial, 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 (including any stock exchange or quotation system); or (iii) any political subdivision of any of the foregoing.

(e) Filings, Consents and Approvals. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority is required for the execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale by the Company of the Securities, other than: (i) the filings required pursuant to Section 4.3 of this Agreement, (ii) filings with the Commission pursuant to the Investor Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Conversion Shares for trading thereon in the time and manner required thereby, (iv) the filing of Form D with the Commission, (v) such notices or consents required by the Securities Purchase Agreement, dated October 30, 2024, between the Company and purchaser party thereto and (vi) such filings as are required to be made under applicable state and Canadian Securities Laws (collectively, the “Required Approvals”).

(f) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the terms of the Preferred Shares, will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

(g) Capitalization. The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than (i) pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of Common Shares to employees pursuant to the Company’s employee stock purchase plans and (ii) pursuant to the conversion and/or exercise of Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The description of the securities of the Company in the SEC Reports is complete and accurate in all material respects. Except as set forth in the SEC Reports, 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 shares of capital stock or other securities. Except as set forth in the SEC Reports, (i) no Person has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Shares or shares of any other capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Shares or shares of any other capital stock or other securities of the Company, and (iii) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act, any Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Securities as contemplated hereby or otherwise. There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

(h)  SEC Reports; Financial Statements; Compliance with Canadian Securities Laws; SEDAR and Reporting Company Status.

(i) The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its Subsidiaries as of September 30, 2024 (the “Balance Sheet Date”) included in the SEC Reports, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, or (iv) that have been discharged or paid prior to the date of this Agreement.

(ii) The Company has been and is in compliance with its continuous and timely disclosure obligations under Canadian Securities Laws and all of the material contracts and agreements of the Company not made in the ordinary course of business, if required under Canadian Securities Laws, have been filed with the Canadian Commissions, except where such failure to comply would not be expected to have a Material Adverse Effect. No confidential material change report has been filed by the Corporation under Canadian Securities Laws that remains confidential at the date of this Agreement, and the Company has not completed a “significant acquisition” which would require the Company to file a business acquisition report under Canadian Securities Laws which has not yet been filed.

(iii) All information which has been prepared or compiled by the Company relating to the Company and its Subsidiaries, and its business, properties and liabilities, and filed on SEDAR+, including all financial, marketing, sales, technical and operational information, is as of the date of such information, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information misleading. In addition, the Company has filed all material documents required to be filed by it under Canadian Securities Laws and is in compliance with any order or undertaking issued by any Canadian Commissions and the documents filed by the Company constituting the public record did not contain a misrepresentation at the time of their filing on SEDAR+.

(iv) The Company is a “reporting issuer” in British Columbia and Alberta, is not currently in default of any requirement of Canadian Securities Laws of such jurisdictions, and is not included on a list of defaulting reporting issuers maintained by the Canadian Commissions in each of the provinces of Canada in which it is a “reporting issuer”.

(i) Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth and otherwise disclosed in the SEC Reports filed prior to the date of this Agreement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity compensation plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy insolvency, reorganization, receivership, liquidation or winding up nor does the Company or any Subsidiary have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so.

(j) Litigation. Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”). None of the Actions set forth in the SEC Reports, (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. No securities commissions, including the Commission and Canadian Commissions, stock exchanges or comparable authorities have issued any order requiring trading in any of the Company’s securities to cease or preventing the distribution of the Securities in any jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated.

(k) Labor Disputes and Matters; Employee Benefits.

(i) Neither the Company nor any of its Subsidiaries employs any person represented by a union or collective bargaining unit and to the knowledge of the Company there is no request to form a union or collective bargaining unit. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local, provincial and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The Company and each Subsidiary is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company and each Subsidiary would have any material liability; the Company and each Subsidiary has not incurred and does not reasonably expect to incur material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code; and each “pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

(l) Compliance. Neither the Company nor any Subsidiary: (i) is in default 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 reasonably be expected to have a Material Adverse Effect, (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including without limitation all foreign, provincial, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m) Environmental Laws. Except as set forth in the SEC Reports, the Company and its Subsidiaries (i) are in compliance with all applicable federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, provincial, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(o) Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property described in the SEC Reports as being owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, provincial, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as set forth in Section 3.1(p) of the Company Disclosure Letter, none of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. (i) There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Intellectual Property Rights; (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property Rights; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Reports as under development, infringe or violate, any patent, trademark, tradename, service name, copyright, trade secret or other proprietary rights of others, except in each case (i)-(iii), any such action, suit, proceeding or claim would not, individually or in the aggregate, have an a Material Adverse Effect. The Company has materially complied with the terms of each agreement pursuant to which Intellectual Property Rights have been licensed to the Company, and all such agreements are in full force and effect. To the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property Rights or that challenges the validity, enforceability or scope of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of US$120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’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 and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to (i) ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act and Canadian Securities Laws, as applicable, is recorded, processed, summarized and reported, within the time periods specified in the Commission and the Canadian Commissions’ rules and forms, as applicable and (ii) ensure that the information required to be disclosed by the Company under the Exchange Act and Canadian Securities Laws, as applicable is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or prospectus under Canadian Securities Laws is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(v) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(w) Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Shares are or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and 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. The Common Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles or notice of articles (or similar charter documents) or the laws of its province of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such Securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa) Indebtedness. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of US$100,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of US$100,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb) No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act and under Canadian Securities Laws.

(cc) No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

(dd) Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(ee) Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

(ff) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser’s purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives, including, without limitation, any placement agent or investment bank retained by the Company in connection with the sale of the Securities.

(gg) Dilutive Effect. The Company acknowledges that its obligation to issue Conversion Shares pursuant to the terms of the Amendment to the Articles in accordance with this Agreement and the Amendment to the Articles is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(hh) Tax Status. The Company and each of its Subsidiaries (i) has timely and properly made or filed all U.S. federal, state and foreign tax returns, reports and declarations (including, without limitation, any information returns and any required schedules or attachments thereto) required to be filed by any jurisdiction to which it is subject and (ii) has timely paid all taxes and other governmental assessments and charges, except those being contested in good faith by appropriate proceedings and for which adequate reserves have been established, except where the failure to so file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction. Neither the Company nor its Subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment of taxes. There is no tax deficiency which has been asserted against the Company or its Subsidiaries and all material tax liabilities are adequately provided for in the financial statements of the Company in accordance with GAAP for all periods up to the date of the latest audited balance sheet; and there are no assessments or investigations in progress or, to the knowledge of the Company, pending or threatened against the Company or its Subsidiaries in respect of taxes.

(ii) Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of the Securities Act.

(jj) Company’s Auditors. The Company’s Auditors are a participating audit firm within the meaning of Applicable Securities Laws and are independent pursuant to the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario, and there has never been a reportable event (within the meaning of NI 51-102) between the Company and the Company’s Auditors.

(kk) Registrar and Transfer Agent. The Transfer Agent has been duly appointed as registrar and transfer agent for the Common Shares.

(ll) Audit Committee. The responsibilities and composition of the Company’s audit committee comply with NI 52-110 (including any exemptions therefrom).

(mm) Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge, any director, officer, employee, agent or affiliate thereof is, or is directly or indirectly owned 50% or more by, a Person that is currently the subject or the target of any economic sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National”), or by the United Nations Security Council, the European Union, His Majesty’s Treasury, Global Affairs Canada, the Royal Canadian Mounted Police or any other applicable sanctions authority (collectively, “Sanctions Laws”); neither the Company, any of its Subsidiaries, nor, to the Company’s knowledge, any director, officer, employee, agent, or affiliate thereof, is organized or resident in a country or territory that is the subject or target of comprehensive country-wide Sanctions Laws prohibiting trade with the country or territory (as of the Closing Date, Crimea, Donetsk, Luhansk, Cuba, Iran, North Korea, Russia, Sudan and Syria); the Company maintains in effect and enforces policies and procedures designed to ensure compliance by the Company and its Subsidiaries with applicable Sanctions Laws; neither the Company nor any of its Subsidiaries will use the proceeds of the Securities or lend, contribute or otherwise make available such proceeds to finance or facilitate any activity in material violation of any applicable Sanctions Law.

(nn) Compliance with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the Patriot Act, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), and the implementing rules and regulations promulgated thereunder (collectively, the “Anti-Money Laundering Laws”), except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(oo) Corruption of Foreign Officials. Neither the Company nor the Subsidiaries has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property of the Company or the Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any Governmental Authority, or (ii) made any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada) or the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations promulgated thereunder, or under any other legislation of any relevant jurisdiction, covering a similar subject matter applicable to the Company or the Subsidiaries and their respective operations, and the Company and the Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with such legislation and no suit, action or proceeding by or before any Governmental Authority or any arbitrator involving the Company or the Subsidiaries with respect to such legislation is in progress, or to the knowledge of the Company, pending or threatened. Neither the Company nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the Company, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any director, officer, employee, consultant, representative or agent of the Company violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless made as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or resell or regarding the distribution or resale of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal, state and Canadian Securities Laws). Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c) Residency. Such Purchaser is resident in the jurisdiction specified on such Purchaser’s respective signature page to this Agreement.

(d) United States Purchaser Status. If the Purchaser is resident in the United States or otherwise subject to the securities laws of the United States, at the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts any Preferred Shares, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(e) Canadian Purchaser Status. The Purchaser is either (i) not resident in any province or territory of Canada and made the decision to subscribe for the Securities outside of any province or territory of Canada, or, (ii) if a resident in a province or territory of Canada, at the time such Purchaser was offered the Securities, the Purchaser was, and as of the date hereof is, an “accredited investor” as defined in National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) as promulgated by the Canadian Securities Administrators, or is qualified to rely on another exemption from the prospectus requirements contained therein. If the Purchaser, or any person for whom it is contracting hereunder, is a corporation or a partnership, syndicate, trust, association, or any other form of unincorporated organization or organized group of persons, the Purchaser or such person was not created and is not being used solely to permit purchases of or to hold securities without a prospectus in reliance on an exemption from Canadian prospectus requirements (including but not limited to the “Minimum Investment Amount” exemption provided under section 2.10 of NI 45-106 or as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106) and it pre-existed the offering of Securities and has a bona fide purpose other than investment in the Securities.

(f) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(g) No Registration. If resident outside of the United States or Canada, the Purchaser acknowledges that the subscription for and purchase of the Securities by the Purchaser does not contravene any of the applicable securities legislation in the jurisdiction in which the Purchaser resides and does not give rise to any obligation of the Company to prepare and file a registration statement or similar document or to register the Securities or to be registered with or to file any report or notice with any governmental or regulatory authority in such jurisdiction.

(h) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; provided, however, that the foregoing shall not affect such Purchaser’s rights to rely on the Company’s representations and warranties contained herein.

(i) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received notification of the offering hereunder from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(j) No Governmental Review. Such Purchaser understands that no United States or Canadian federal, state or provincial agency or commission or any other governmental or state agency or commission has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(k) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(l) Control Person and Associated Restrictions. Such Purchaser is not a “control person” of the Company (within the meaning of Applicable Securities Laws, and which generally includes a person holding or controlling (alone or jointly or in concert with other persons) more than 20% of the Common Shares), and the purchase of the Securities contemplated by this Agreement will not result in such Purchaser becoming a “control person”.

(m) Subscription Funds Not Proceeds of Crime. None of the funds such Purchaser is using to purchase the Securities represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “Patriot Act”) and such Purchaser acknowledges that the Company may in the future be required by law to disclose such Purchaser’s (and if applicable, the Disclosed Principal’s) name and other information relating to this Agreement and such Purchaser’s (and if applicable, the Disclosed Principal’s) subscription hereunder, on a confidential basis, pursuant to the PCMLTFA or the Patriot Act. To the best of its knowledge: (i) none of the subscription funds to be provided by such Purchaser: (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person or entity who has not been identified to such Purchaser, and (ii) it shall promptly notify the Company if such Purchaser discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.

(n) No Brokers. There is no person acting or purporting to act in connection with the offering of the Securities who is entitled to any brokerage or finder’s fee and if any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Securities, such Purchaser covenants to indemnify and hold harmless the Company with respect thereto and with respect to all costs reasonably incurred in the defense thereof.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with Canadian Securities Laws and United States state and federal securities laws and the Purchaser will only sell, transfer or dispose of the Securities in accordance with all applicable laws. The Purchaser acknowledges that the Company shall have no obligation to register any such purported sale, transfer or disposition which violates applicable Canadian Securities Laws or United States securities laws or Applicable Securities Laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Investor Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Investor Rights Agreement.

(b) Each Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

“NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

(c) For purposes of complying with Canadian Securities Laws and NI 45-102, the Purchaser also understands and acknowledges that the Securities, whether evidenced by physical certificates or ownership statements issued under a direct registration system or other electronic book entry system, will bear a legend substantially in the following form (and with the necessary information inserted) referring to such restrictions on resale and neither the Company nor any transfer agent of the Company will register any transfers of such Securities not made in compliance with such restrictions on resale, and the Purchaser further acknowledges that this section 4.1(c) will serve as notice of such legend in accordance with NI 45-102:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted].”

(d) Other than legends required under applicable Canadian Securities Laws as described in Section 4.1(c) above, book entry statements evidencing the Shares and Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares or Conversion Shares pursuant to Rule 144, (iii) if such Shares or Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Conversion Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(d), it will, no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a request for the issuance of Shares or Conversion Shares without a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a book entry statement representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of a certificate representing Shares or Conversion Shares, as the case may be, issued with a restrictive legend.

(e) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities only (i) pursuant to an effective registration statement which is then available for sales of such Securities and in accordance with the plan of distribution contained therein and in accordance with any applicable prospectus delivery requirements, or an exemption from such delivery requirements, (ii) in compliance with the requirements of Rule 144, or (iii) pursuant to another exemption from registration as evidenced by an opinion of counsel selected by the Purchaser and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Each Purchaser acknowledges that the removal of the restrictive legend from book entry statements or certificates, if any, representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this agreement and that counsel to the Company shall be entitled to rely on this agreement in providing the opinion specified in Section 4.1(e).

4.2 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.3 Securities Laws Disclosure; Publicity.

(a) The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Investor Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

(b) For so long as the Preferred Shares are outstanding (the “Reporting Period”), the Company shall use reasonable best efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed with the SEC pursuant to the Exchange Act and shall, during the Effectiveness Period (as defined in the Investor Rights Agreement) use commercially reasonable efforts to maintain its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination, subject to the proviso in the first sentence of Section 4.7.

4.4 Lead Investor. Each Purchaser acknowledges and understands the Lead Investor, as an inducement to purchase the Securities, will enter into the Investor Rights Agreement with the Company, which will provide the Lead Investor with rights and privileges not available to other Purchasers, and that the Lead Investor has interests which may not align with the interests of other Purchasers and the rights granted to the Lead Investor under the Investor Rights Agreement may impact the Purchaser’s investment in Securities, possibly adversely, in the future.

4.5 Indemnification. Subject to the provisions of this Section 4.4, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all actions, causes of action, suits, losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees, disbursements and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct), or (c) in connection with any registration statement of the Company providing for the resale by the Purchasers of the Conversion Shares issued and issuable upon conversion of the Preferred Shares, the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. For the avoidance of doubt, the indemnification set forth in this Section 4.5 is intended to apply, and shall apply, to direct claims asserted by any Purchaser against the Company as well as any third party claims asserted by an Indemnitee (other than a Purchaser) against the Company. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.4 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.4, such Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.6 Reservation of Common Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue the Conversion Shares.

4.7 Listing of Common Shares. The Company hereby agrees to use reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of Canadian Securities Laws and to maintain the listing or quotation of the Common Shares on the Trading Market on which it is currently listed and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” or de-listing the Common Shares from the Trading Market so long as the holders of Common Shares receive securities of an entity which is listed on a recognized stock exchange in North America or cash in return, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and Applicable Securities Laws, and the rules of the Trading Market, as applicable. If required by the Trading Market, the Company shall apply to list or quote all of the Shares and Conversion Shares on such Trading Market and promptly secure the listing of all of the Shares and Conversion Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Shares traded on any other Trading Market, it will then include in such application all of the Shares and Conversion Shares, and will take such other action as is necessary to cause all of the Shares and Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.8 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Company Disclosure Letter (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with Applicable Securities Laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent, after the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.9 Form D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.10 Privacy. This Agreement requires the Purchaser to provide certain personal information to the Company. By accepting this Agreement, the Company agrees that it will not collect any information about Purchaser except that which is provided by Purchaser in this Agreement (collectively, the “Purchaser Information”). The Company also agrees that it will keep all Purchaser Information confidential, and will use and disclose the Purchaser Information only for the purposes described below, unless (a) the Company informs Purchaser of a proposed use or disclosure of the Purchaser Information and Purchaser consents; or (b) the use or disclosure is permitted by law to be made without the consent of Purchaser, or is required by law, or by the by-laws, rules, regulations or policies or any regulatory organization governing the Company. By signing this Agreement, Purchaser agrees that the Company may collect and use the Purchaser Information for the following purposes and consents to the following: (c) the Company delivering to the applicable securities regulatory authorities, including the British Columbia Securities Commission, (collectively, the “Canadian Commissions”) any personal information provided by Purchaser respecting itself including such Purchaser’s full name, residential address and telephone number, the amount of securities purchased, the purchase price, the exemption relied on by Purchaser and the date of distribution, such information being collected indirectly by the Canadian Commissions under the authority granted to in Applicable Securities Laws for the purposes of the administration and enforcement of Applicable Securities Laws in British Columbia, (d) to provide Purchaser with information; (e) completing the offering of Securities contemplated hereby, including without limitation, determining the Purchaser’s eligibility to purchase the Securities under applicable securities legislation, preparing and registering certificates (or other evidence of subscription and purchase) representing the Shares and Preferred Shares to be issued to the Purchaser, and to otherwise administer Purchaser’s investment in the Company in accordance with the terms of this Agreement; (f) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency; (g) for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (h) for disclosure to professional advisers of the Company in connection with the performance of their professional services; (i) for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with Purchaser’s prior written consent; (j) for disclosure to a court determining the rights of the parties under this Agreement; and (k) for use and disclosure as otherwise required or permitted by law. Purchaser acknowledges and consents to the Company retaining the personal information for as long as permitted or required by applicable law or business practices. Purchaser consents to the indirect collection of such information by the Canadian Commissions and acknowledges that it may contact the following public official in British Columbia with respect to questions about the British Columbia Securities Commission’s indirect collection of such information at the following address and telephone number: British Columbia Securities Commission: P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: (604) 899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: (604) 899-6581 Email: inquiries@bcsc.bc.ca.

ARTICLE V.
MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses. Other than with respect to an expense reimbursement in an amount not to exceed US$75,000 to the Lead Investor, each party shall pay the fees and expenses of its respective advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution and delivery of the Transaction Documents and the performance of the transactions contemplated thereby. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to Purchasers.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Toronto, Ontario time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Toronto, Ontario time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by Canadian nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Conversion Shares based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.4.

5.9 Governing Law and Disputes. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.15 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.16 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.17 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.18 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. In addition, each and every reference to share prices and Common Shares in this Agreement shall be subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Common Shares that occur after the date of this Agreement.

5.19 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

EDESA BIOTECH, INC.

Address for Notice:

By:__________________________________________

Name: Stephen Lemieux

Title: Chief Financial Officer

100 Spy Court

Markham, ON, L3R 5H6 Canada

Attention: Chief Financial Officer

Email: [**]

With copies to (which shall not constitute notice):

Fasken Martineau DuMoulin LLP

333 Bay Street, Suite 2400, Toronto, ON, M5H 2T6 Canada

Attention: Wojtek Baraniak

Email: wbaraniak@fasken.com

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY, 10020, U.S.A.

Attention: Steven Skolnick

Email: skolnick@lowenstein.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO EDSA SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ____________________________________________________________

Signature of Authorized Signatory of Purchaser: _____________________________________

Name of Authorized Signatory: ___________________________________________________

Title of Authorized Signatory: ____________________________________________________

Email Address of Authorized Signatory: ____________________________________________

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount: US$_____________

Common Shares: ____________

Preferred Shares: ____________ Beneficial Ownership Blocker o 4.99% or o 9.99%

EIN Number: _______________________

[SIGNATURE PAGES CONTINUE]

EX-10.2 4 exh_102.htm EXHIBIT 10.2

Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 12, 2025, by and among Edesa Biotech, Inc., a company organized under the laws of British Columbia (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing Date.

RECITALS

In connection with the Securities Purchase Agreement, by and among the Company and the Purchasers, dated as of February 12, 2025 (the “Purchase Agreement”), the Company has agreed, upon the terms and conditions stated in the Purchase Agreement, to issue and sell to the Purchasers (i) an aggregate of 834 shares of Series B-1 Convertible Preferred Shares, without par value, of the Company (the “Preferred Shares”) and (ii) an aggregate of 3,468,746 common shares (the “Shares”), without par value, of the Company (the “Common Shares”).

To induce the Purchasers to execute and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act, and applicable state securities laws, and certain other rights.

AGREEMENT

ARTICLE I
DEFINITIONS

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Board” means the board of directors of the Company.

“Effective Date” means the date a Registration Statement has been declared effective by the Commission.

“Effectiveness Deadline” means the date that is seventy-five (75) calendar days after the Filing Date or the filing of an additional Registration Statement pursuant to Section 2.1(b), as applicable (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) calendar days after the Filing Date or the filing of an additional Registration Statement pursuant to Section 2.1(b), as applicable); provided, however, that in the event the Company is notified by the Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be no later than the fifth (5th) Business Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.

“Effectiveness Failure” shall have the meaning set forth in Section 2.2.

“Effectiveness Period” shall have the meaning set forth in Section 2.1.

“Failure” or “Failures” shall have the meaning set forth in Section 2.2.

“Filing Date” means, in the case of the initial Registration Statement required to be filed hereunder, the date that is thirty (30) calendar days after the Closing Date or, in the case of an additional Registration Statement pursuant to Section 2.1(b), the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities .

“Governing Documents” means the Company’s articles and notice of articles, each as may be amended, supplemented and/or restated from time to time.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5.3(a).

“Indemnifying Party” shall have the meaning set forth in Section 5.3(a).

“Investor Rights Period” shall have the meaning set forth in Section 7.1.

“Lead Purchaser” means Velan Capital Investment Management LP, together with its affiliated funds.

“Losses” shall have the meaning set forth in Section 5.1.

“Prospectus” means any prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to any such Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

“Registrable Securities” means (i) the Shares, (ii) the Common Shares issued or issuable to the Purchasers upon conversion of the Preferred Shares (the “Conversion Shares”), and (iii) any securities issued or issuable with respect to the Common Shares, the Preferred Shares and/or the Conversion Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event of otherwise, in each case, without regard to any limitations on such issuance pursuant to the Governing Documents or otherwise; provided, however, that the applicable Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided further, that such securities shall no longer be deemed Registrable Securities if (a) such securities have been sold pursuant to a Registration Statement, (b) such securities have been sold in compliance with Rule 144, or (c) all such securities may be sold without limitation or restriction pursuant to Rule 144 (including with respect to volume or manner of sale) or need for current public information or similar requirements (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no applicable time under Rule 144 held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company).

“Registration Statement” means the registration statements and any additional registration statements contemplated by Article II, including (in each case) the related Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement.

“Requisite Holders” means the holders of at least a majority of the outstanding Preferred Shares (which shall include the Lead Purchaser so long as the Lead Purchaser holds any Preferred Shares).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“Selling Shareholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be requested by the Company from time to time.

“Transaction Documents” means this Agreement, the Purchase Agreement, and the schedules and exhibits attached hereto and thereto.

ARTICLE II
REGISTRATION

2.1 Registration Obligations; Filing Date Registration.

(a) The Company shall use reasonable best efforts to prepare and file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event prior to the Effectiveness Deadline, and, subject to Section 3.1(l) hereof, to keep such Registration Statement continuously effective under the Securities Act until such date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). By 4:00 p.m. (New York City time) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.

(b) To the extent that staff of the Commission does not permit Registrable Securities to be registered on such Registration Statement, or such Registration Statement does not cover all Registrable Securities for any reason, the Company shall file, by the Filing Date, additional Registration Statements successively trying to register on each such additional Registration Statement the maximum number of remaining Registrable Securities until all Registrable Securities have been registered with the Commission. Each such additional Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). Each such additional Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall use reasonable best efforts to cause each such additional Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event prior to the Effectiveness Deadline, and, subject to Section 3.1(l) hereof, to keep such Registration Statement continuously effective during the Effectiveness Period. By 4:00 p.m. (New York City time) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall not identify any Holder as an underwriter in any public disclosure or filing with the Commission without the prior written consent of such Holder.

(c) The number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number or amount of Registrable Securities held by each Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the Commission. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Requisite Holders.

2.2 Effect of Failure to File Registration Statement. If (a) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (i) not filed with the Commission by the Filing Date (a “Filing Failure”) or (ii) not declared effective by the Commission on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (b) on any day after the applicable Effective Date, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during a Deferral Period (as defined in Section 3.1(l)) (a “Maintenance Failure” and, collectively with a Filing Failure and an Effectiveness Failure, the “Failures” and each a “Failure”), then, in partial satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such Holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount paid for such Holder’s Registrable Securities included in such Registration Statement on the day of a Failure and on every one-month anniversary (pro rated for shorter periods) thereafter until such Failure is cured. The payments to which a Holder shall be entitled pursuant to this Section 2.2 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Registration Delay Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary herein or in the Purchase Agreement, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, six percent (6%) of the aggregate purchase price of the Registrable Securities.

ARTICLE III
REGISTRATION PROCEDURES

3.1 Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:

(a) Prepare and file with the Commission on or prior to the Filing Date, a Registration Statement on Form S-3 (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 such Registration Statement shall be on another appropriate form in accordance with the Securities Act and the rules and regulations promulgated thereunder) in accordance with the method or methods of distribution thereof as described on Annex A hereto (except if otherwise directed by all of the Holders), and use reasonable best efforts to cause the Registration Statement to become effective and remain effective as provided herein.

(b) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective (subject to Section 3.1(l)) as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements, if necessary, in order to register for resale under the Securities Act all of the Registrable Securities; cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; respond as promptly as practicable to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and promptly as reasonably practical provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement; and comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented. The Company shall (A) permit Legal Counsel (as defined below) to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its initial filing with the Commission and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days (and in all events no fewer than two (2) Business Days) prior to their filing with the Commission, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects in writing. The Company shall furnish to Legal Counsel, without charge, copies of any correspondence from the Commission or the staff of the Commission to the Company or its representatives relating to any Registration Statement.

(c) At the time the Commission declares the Registration Statement effective, each Holder shall be named as a selling shareholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities included in the Registration Statement in accordance with applicable law, subject to the terms and conditions hereof. From and after the date the Registration Statement is declared effective, any Holder not named as a selling shareholder in the Registration Statement at the time of effectiveness may request that the Company amend or supplement the Registration Statement to include such Holder as a selling shareholder, and the Company shall, as promptly as practicable and in any event upon the later of (x) ten (10) Business Days after such date or (y) ten (10) Business Days after the expiration of any Deferral Period (as defined in Section 3.1(l)) that is either in effect or put into effect within ten (10) Business Days of such date:

(i) if required by applicable law, prepare and file with the Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file with the Commission any other required document so that the Holder is named as a selling shareholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of such Holder’s Registrable Securities included in the Registration Statement in accordance with applicable law and, if the Company shall file a post-effective amendment to the Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is sixty (60) days after the date such post-effective amendment is required by this clause to be filed;

(ii) provide such Holder copies of any documents filed pursuant to Section 3.1(c)(i); and

(iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3.1(c)(i).

(d) Promptly notify the Holders of Registrable Securities (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) (i)(A) when a Registration Statement, a Prospectus or any Prospectus supplement or pre- or post-effective amendment to the Registration Statement is filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and if requested by such Holders, furnish to them a copy of such comments and the Company’s responses thereto and (C) with respect to the Registration Statement or any post-effective amendment filed by the Company, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information of the Company; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities of the Company for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any 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.

(e) Use reasonable best efforts to avoid the issuance of, and, if issued, to obtain the withdrawal of, (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any U.S. jurisdiction.

(f) Furnish to each Holder, without charge and upon request, one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, and, to the extent requested by such Person, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(g) Upon request, promptly deliver to each Holder, without charge, not more than five (5) copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto; and the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto to the extent permitted by federal and state securities laws and regulations.

(h) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities of the Company to be sold pursuant to a Registration Statement.

(i) Upon the occurrence of any event contemplated by Section 3.1(d)(v), as promptly as practicable prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will 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, in the light of the circumstances under which they were made, not misleading.

(j) Use reasonable best efforts to cause all Registrable Securities relating to the Registration Statement to be listed on the Trading Market.

(k) The Company may require each Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who fails to furnish such information within fifteen (15) days after receiving such request.

(l) If (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose, then the Company may postpone or suspend filing or effectiveness of a Registration Statement for a period (a “Deferral Period”) not to exceed forty-five (45) consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 3.1(l) for more than seventy-five (75) days in the aggregate during any consecutive 12-month period; provided, however, that no such postponement or suspension by the Company shall be permitted for more than one forty-five (45) day period, arising out of the same set of facts, circumstances or transactions.

(m) The Company shall use reasonable best efforts to register or qualify, or cooperate with the Holders of the Registrable Securities included in the Registration Statement in connection with the registration or qualification of, the resale of the Registrable Securities under applicable securities or “blue sky” laws of such states of the United States as any such Holder requests in writing and to do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction to which it is not then so subject.

3.2 Holder Obligations.

(a) At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire on a date that is not less than two (2) Business Days prior to such anticipated filing date.

(b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c) Upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3.1(d)(ii), 3.1(d)(iii), 3.1(d) (iv), 3.1(d)(v) or 3.1(l), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(i), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

ARTICLE IV
REGISTRATION EXPENSES

4.1 Registration Expenses. All reasonable fees and expenses incident to the Company’s performance of or compliance with this Agreement (excluding underwriters’ discounts and commissions, fees and expenses of legal counsel, accountants and other advisors for any Purchaser except as specifically provided below), except as and to the extent specified in this Section 4.1, shall be borne by the Company whether or not a Registration Statement is filed by the Company or becomes effective and whether or not any Registrable Securities are sold pursuant to a Registration Statement. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Purchaser or, except to the extent provided for herein or in the Transaction Documents, any legal fees or other costs of the Purchasers.

ARTICLE V
INDEMNIFICATION

5.1 Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the members, managers, directors, officers, partners, employees, agents, representatives of the Holder and each Person, if any, who controls the Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all claims, losses, damages, liabilities, penalties, judgments, costs (including, without limitation, costs of investigation) and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”), arising out of or relating to (a) any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, as supplemented or amended, if applicable, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except (i) to the extent, but only to the extent, that such untrue statements or omissions or alleged untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use in such Registration Statement, such Prospectus or in any amendment or supplement thereto or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was furnished in writing by such Holder expressly for use therein (it being understood that each Holder has approved Annex A hereto for this purpose); or (ii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(ii)-(v), the use by a Holder of an outdated or defective Prospectus, but only if and to the extent that following receipt of a supplement or amendment thereto in accordance with Section 3.1(i) the misstatement or omission giving rise to such Loss would have been corrected, (b) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation in connection with the performance of its obligations under this Agreement and (c) any violation of this Agreement; provided, however, that the indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall notify such Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5.3(a) hereof) and shall survive the transfer of the Registrable Securities by the Holder in accordance with Section 9.6.

5.2 Indemnification by Holders. Each Holder and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the directors, officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, as supplemented or amended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any information regarding such Holder furnished in writing to the Company by such Holder expressly for use in therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was furnished in writing by such Holder expressly for use therein (it being understood that each Holder has approved Annex A hereto for this purpose); provided, however, that in no event shall a Holder’s liability pursuant to this Section 5.2, exceed (net of all expenses paid by such Holder in connection with any claim relating to this Section 5.2 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) the net proceeds from the offering received by such Holder, except in the case of willful misconduct or fraud by such Holder.

5.3 Conduct of Indemnification Proceedings.

(a) If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party promptly shall notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

(b) An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel (which shall be reasonably acceptable to the Indemnifying Party) that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, the Indemnifying Party shall be responsible for reasonable fees and expenses of no more than one counsel (together with appropriate local counsel) for the Indemnified Parties). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is or could have been a party, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

(c) All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within twenty (20) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

5.4 Contribution.

(a) If a claim for indemnification under Section 5.1 or 5.2 is unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying, Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5.3, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

(b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(c) The indemnity and contribution agreements contained in this Article V are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

ARTICLE VI
RULE 144

6.1 Rule 144. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144.

7.1 Director Nomination.

ARTICLE VII BOARD OF DIRECTORS MATTERS (a) The Lead Purchaser shall be entitled to nominate one (1) director of the Company (the “Preferred Nominee”) to serve on the Board, which Preferred Nominee shall initially be David Liu (or such other individual designated by the Lead Purchaser (including in the event any designee is unable to serve, or no longer serves, as a director for any reason), until the earlier of such time as (a) the Lead Purchaser no longer holds at least fifty-one percent (51%) of the Common Shares (calculated on an as-converted-to-Common Shares basis) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Shares or Preferred Shares) issued to the Lead Purchaser in connection with the transactions contemplated by the Purchase Agreement or (b) the Lead Purchaser beneficially owns less than 5% of the outstanding Common Shares as a result of a disposition of shares by the Lead Purchaser (such period, the “Investor Rights Period”). The initial Preferred Nominee shall be appointed, to the fullest extent permitted by applicable law, to the Board effective as of the Closing Date with an initial term expiring at the Company’s next annual general meeting of shareholders. Until the expiration of the Investor Rights Period, the Board shall include, to the fullest extent permitted by applicable law, the Preferred Nominee as a director nominee at each general or special meeting of shareholders of the Company at which an election of directors is held and shall recommend in favor of, and use its reasonable best efforts to solicit shareholder approval of, the election of the Preferred Nominee at each such meeting (including, without limitation, directing all directors and executive officers of the Company to vote in favor of the election of the Preferred Nominee at each such meeting, but provided that the Company shall not be required as a result of this Agreement to use greater efforts to solicit election of the Preferred Nominee than those efforts used to solicit election of any other nominee for election to the Board.). As soon as practicable following the appointment of the Preferred Nominee to the Board, the Company shall add such Preferred Nominee as a covered party under the Company’s current director and officer insurance policy and deliver to such Preferred Nominee an indemnification agreement, duly executed by the Company and in the same form entered into by the Company with each of the Company’s other directors. During the Investor Rights Period, the Preferred Nominee shall also be entitled to serve on the Compensation Committee of the Board and any strategic review committee that may be formed (subject to applicable requirements of any Trading Market and the Commission).

7.2 Board Observer.

(a) During the Investor Rights Period, the Lead Purchaser shall also be entitled to designate one (1) non-voting observer (the “Observer”) to the Board to attend all meetings of the Board and committees and subcommittees thereof, which Observer shall initially be Adam Morgan or such other employee of the Lead Purchaser or affiliate thereof designated by the Lead Purchaser (including in the event any designee is unable to serve, or no longer serves, as the Observer for any reason), provided that the Observer may not be changed more than once per calendar year without the consent of the Company (except that no consent shall be required if the change is due to the prior Observer’s death, disability, or termination of employment with the Lead Purchaser or its affiliates). Notwithstanding anything herein to the contrary, to the extent required by the rules and interpretive guidance of the Trading Market, each of the following committees of the Board shall be entitled to exclude the Observer from attending any meeting, or portion thereof, of such committee in its discretion: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. (b) The Board will give the Observer the same prior notice given to each member of the Board in a manner permitted by the Governing Documents for notice to directors of the time and place of any proposed meeting, provided, however, that the Observer shall enter into a customary confidentiality agreement with the Company pursuant to which the Observer will agree to hold in confidence all documents or materials so provided to the Observer on terms satisfactory to the Company before being granted the rights contained in this Section 7.2, and the Observer shall agree to adhere to all applicable Board policies, including, without limitation, the Company’s Insider Trading Policy. The Observer will be entitled to be present in person or by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and will be entitled to participate in all discussions conducted at such meeting, but the presence of the Observer shall not be required for purposes of establishing a quorum. In no event shall the Observer (i) have the right to propose or offer any motions or resolutions to the Board or committees and subcommittees thereof; or (ii) have the right to vote on any matter under consideration by the Board or any committees and subcommittees thereof or otherwise have any power to cause the Company to take, or not to take, any action. The Company will deliver to the Observer copies of all materials that may be distributed from time to time to the members of the Board (in their capacity as such) at such time as such materials are so distributed to them, including copies of any written consents, and the Observer shall otherwise be given copies of all materials, including access to all electronic portals and materials, given or made available to other members of the Board, in order to afford the Observer the same access as all other members of the Board. Notwithstanding anything herein to the contrary, the Company may withhold information or materials from the Observer or exclude the Observer from any meeting or portion thereof if the Board determines, acting in good faith, that access to such information or materials or attendance at such meeting (or portion thereof) would (i) adversely affect the solicitor-client or work product privilege between the Company and its counsel (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege); (ii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its affiliates is a party or otherwise bound with any other person; or (iii) the Observer or the Lead Purchaser is in material breach of this Agreement, any other agreement associated with this Agreement or the Purchase Agreement, or the Company’s policies applicable to the Lead Purchaser or the Observer and such breach remains uncured.

7.3 Board Composition. The size of the Board shall be reduced to no more than seven (7) members, including the Preferred Nominee, upon the conclusion of the Company’s next annual general meeting of shareholders, and may not exceed such size during the Investor Rights Period without the Lead Purchaser’s prior written consent.

7.4 Qualification. Notwithstanding anything in this Agreement, the Preferred Nominee and Observer shall at all times meet the qualification requirements to serve as director or observer of the Board, respectively, under the rules and policies of the Trading Market, and shall be eligible under the Business Corporations Act (British Columbia) and the Governing Documents to serve as director or observer of the Board, respectively, and the Lead Purchaser agrees to cause the Preferred Nominee to resign from the Board and the Observer shall no longer be an observer of the Board if the Preferred Nominee or Observer, as applicable, is no longer qualified or eligible to act as a director or observer of Company, respectively, pursuant to this Section 7.4 or if so required by the Trading Market. The Company shall not be required to appoint or nominate to the Board any Preferred Nominee pursuant to this Agreement unless such Preferred Nominee has previously (a) consented in writing to act as a director of Company; and (b) provided to the Company, such documents, certificates, agreements or other materials requested by the Company that are required by the Trading Market, including, without limiting the foregoing, any personal information form required by the Trading Market, and the Trading Market has approved the Preferred Nominee to act as director if and as required by the Trading Market, including pursuant to its rules and policies.

ARTICLE VIII
PROTECTIVE PROVISIONS

8.1 Protective Provisions. During the Investor Rights Period, Company shall not, and shall not permit any of its subsidiaries to, either directly or indirectly, by amendment, merger, consolidation, domestication, transfer, continuance, reorganization, recapitalization, reclassification, waiver, statutory conversion or otherwise, effect any of the following acts or transactions without (in addition to any other vote required by law or the Governing Documents) the written consent or affirmative vote of the Lead Purchaser:

(a) alter or change the special rights and restrictions of the Preferred Shares;

(b) increase or decrease the authorized number of Preferred Shares;

(c) create (by classification or otherwise) any new class or series of shares of capital stock or issue any equity or equity-like instrument resulting in or having rights, preferences or privileges in priority to the Preferred Shares;

(d) redeem or repurchase any securities of the Company or set aside assets for a sinking or other similar fund for the purchase or redemption of any such securities (other than the forfeiture or repurchase of stock from former employees, officers, directors or consultants of the Company in connection with the cessation of such employment or service pursuant to the terms of existing written agreements with such individuals);

(e) amend, modify, alter or repeal any provision of the Governing Documents in a manner adverse to the holders of Preferred Shares; (f) amend the special rights and restrictions of the Common Shares or any other class of securities junior to the Preferred Shares in a manner adverse to the holders of Preferred Shares; or

(g) agree to, commit, resolve to or otherwise enter into any agreement to do any of the foregoing.

ARTICLE IX
MISCELLANEOUS

9.1 Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each non-breaching Holder and the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

9.2 Entire Agreement; Amendment. This Agreement and the other Transaction Documents contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein or therein, neither the Company nor any Holder make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. This Agreement and any term hereof may be amended, terminated or waived only with the written consent of the Company and the Requisite Holders. Any amendment or waiver effected in accordance with this Section 9.2 shall be binding upon each Holder (and their permitted assigns).

9.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section prior to 4:00 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a day that is not a Business Day or later than 4:00 p.m. (New York City time) on any Business Day, (c) the Business Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses and email addresses for such notices and communications are those set forth below, or such other address as may be designated in writing hereafter, in the same manner, by any such Person:

If to the Company:

Edesa Biotech, Inc.

100 Spy Court

Markham, ON, Canada L3R 5H6

Attention: Chief Financial Officer

Email: [**]

with copies (which copies shall not constitute notice to the Company) to:

Fasken Martineau DuMoulin LLP

333 Bay Street, Suite 2400, Toronto, ON, M5H 2T6 Canada

Attention: Wojtek Baraniak

Email: wbaraniak@fasken.com

And

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY, 10020, U.S.A.

Attention: Steven Skolnick

Email: skolnick@lowenstein.com

If to the Purchasers:

To their respective addresses as set forth on Exhibit A attached hereto.

9.4 Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

9.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns and shall inure to the benefit of each Holder and its successors and assigns. The Company may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Requisite Holders.

9.6 Assignment of Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement; provided, however, that the rights described in Article VII are nontransferable other than pursuant to an amendment effected in accordance with Section 9.2. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

9.7 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.8 Termination. Articles II, III and VI shall terminate at the end of the Effectiveness Period. Articles VII and VIII shall terminate at the end of the Investor Rights Period. The remainder of this Agreement shall survive any such termination.

9.9 Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to any conflicts of law rules or provisions that would compel the application of the substantive laws of another jurisdiction. All Proceedings arising out of or relating to this Agreement (or the negotiation hereof) shall be heard and determined exclusively in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and the appellate courts therefrom or, solely to the extent such courts lack jurisdiction, any federal court sitting in the State of New York and any appellate courts therefrom. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of such courts for the purpose of any such Proceeding brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts.

9.10 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any respect, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible and (b) the parties shall use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of such provision(s) in this Agreement.

9.11 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed by their respective authorized officers as of the date first above written.

COMPANY:

EDESA BIOTECH, INC.

By:
	Name:	Stephen Lemieux
	Title:	Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be duly executed by their respective authorized officers as of the date first above written.

	PURCHASERS:



	By:
		Name:
		Title:

SCHEDULE 1 SCHEDULE OF PURCHASERS ANNEX A PLAN OF DISTRIBUTION

The selling shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Common Shares previously issued and the Common Shares issuable upon conversion of the Preferred Shares or interests in Common Shares received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their Common Shares or interests in Common Shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling shareholders may sell their Common Shares pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	·	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	·	an exchange distribution in accordance with the rules of the applicable exchange;
	·	privately negotiated transactions;
	·	short sales;
	·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	·	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
	·	a combination of any such methods of sale; and
	·	any other method permitted pursuant to applicable law.

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the Common Shares or Preferred Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Common Shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the Common Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our Common Shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Shares in the course of hedging the positions they assume. The selling shareholders may also sell Common Shares short and deliver these securities to close out their short positions, or loan or pledge the Common Shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling shareholders from the sale of the Common Shares offered by them will be the purchase price of the Common Shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Shares to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the Common Shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling shareholders to keep the registration statement of which this prospectus constitutes a part effective until such time as the shares offered by the selling shareholders have been effectively registered under the Securities Act and disposed of in accordance with such registration statement, the shares offered by the selling shareholders have been disposed of pursuant to Rule 144 under the Securities Act or the shares offered by the selling shareholders may be resold pursuant to Rule 144 without restriction or limitation (including without the requirement to be in compliance with Rule 144(c)(1)) or another similar exemption under the Securities Act.

ANNEX B
SELLING SHAREHOLDER NOTICE AND QUESTIONNAIRE

EDESA BIOTECH, INC.

Selling Shareholder Notice and Questionnaire

The undersigned beneficial owner of common shares, without par value (the “Common Shares”), and shares of Series B Convertible Preferred Stock, without par value (the “Preferred Shares”), of Edesa Biotech, Inc. (the “Company”) (collectively, the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Investor Rights Agreement, dated as of February 12, 2025 (the “Rights Agreement”), among the Company and the Purchasers named therein. The purpose of this Questionnaire is to facilitate the filing of the Registration Statement under the Securities Act that will permit you to resell the Registrable Securities in the future. The information supplied by you will be used in preparing the Registration Statement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Rights Agreement.

Certain legal consequences arise from being named as a selling shareholder in the Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder in the Registration Statement and the related Prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Shareholder

________________________________________________________________________

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in Item 3 below are held:

________________________________________________________________________

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

________________________________________________________________________

Address for Notices to Selling Shareholder:

____________________________________________________________________________

Telephone: ___________________________________________________________________

Fax: ________________________________________________________________________

Contact Person: _______________________________________________________________

E-mail address of Contact Person: __________________________________________________

Beneficial Ownership of Registrable Securities:

(a)

Type and Number of Registrable Securities beneficially owned:

Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes ☐       No ☐

Note: If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b)

Are you an affiliate of a broker-dealer?

Yes ☐       No ☐

Note: If yes, provide a narrative explanation below:

(c)

If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐       No ☐

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Other Securities of the Company Owned by the Selling Shareholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a)

As of ________ , 2025, the Selling Shareholder owned outright (including shares registered in Selling Shareholder’s name individually or jointly with others, shares held in the name of a bank, broker, nominee, depository or in “street name” for its account), _____________ shares of the Company’s capital stock (excluding the Registrable Securities). If “zero,” please so state.

(b)

In addition to the number of shares Selling Shareholder owned outright as indicated in Item 5(a) above, as of _______, 2025, the Selling Shareholder had or shared voting power or investment power, directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise, with respect to _______________ shares of the Company’s capital stock (excluding the Registrable Securities). If “zero,” please so state.

If the answer to Item 5(b) is not “zero,” please complete the following tables:

Sole Voting Power:
Number of Shares	Nature of Relationship Resulting in Sole Voting Power

Shared Voting Power:

Number of Shares	With Whom Shared	Nature of Relationship

Sole Investment power:

Number of Shares	Nature of Relationship Resulting in Sole Investment Power

Shared Investment power:

Number of Shares	With Whom Shared	Nature of Relationship

(c)

As of ________, 2025, the Selling Shareholder had the right to acquire the following Common Shares pursuant to the exercise of outstanding stock options, warrants or other rights (excluding the Registrable Securities). Please describe the number, type and terms of the securities, the method of ownership, and whether the undersigned holds sole or shared voting and investment power. If “none”, please so state.

Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

Plan of Distribution:

The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.

State any exceptions here:

________________________________________________________________________

***********

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Registration Statement filed pursuant to the Rights Agreement.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in each Registration Statement filed pursuant to the Rights Agreement and each related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the related Prospectus.

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

The undersigned hereby acknowledges and is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling:

“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The Company was advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	________________________________	Beneficial Owner:

		By:	__________________________________
			Name:
			Title:

EX-99.1 5 exh_991.htm EXHIBIT 99.1 EdgarFiling

Exhibit 99.1

Edesa Biotech Announces $15.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Financing led by Velan Capital with participation from new and existing healthcare-focused institutional investors and insiders
Capital raise to fund Edesa’s CXCL10 antibody program through the end of fiscal 2026

TORONTO, Feb. 13, 2025 (GLOBE NEWSWIRE) -- Edesa Biotech, Inc. (Nasdaq: EDSA) (the “Company” or “Edesa”), a clinical-stage biopharmaceutical company focused on developing host-directed therapeutics for immuno-inflammatory diseases, today announced that it has sold, in a private placement, an aggregate of 834 newly designated Series B-1 convertible preferred shares (“Series B-1 Preferred Shares”) and 3,468,746 common shares in a private placement priced at-the-market under the rules of the Nasdaq Stock Market. The purchase price per Preferred Share was $10,000 and the purchase price per common share was $1.92. Officers and directors of the Company purchased approximately $1.1 million of the securities sold in the offering.

The Series B-1 Preferred Shares and common shares were offered directly to the investors without a placement agent, underwriter, broker or dealer. Velan Capital led this placement, and it also included new investors Nantahala Capital, Rubric Capital Management LP, Stonepine Capital Management, Broadfin Holdings LLC, and existing Edesa shareholders and insiders. The offering closed on February 12, 2025.

Gross proceeds from the offering were approximately $15.0 million before deducting any offering-related expenses. Edesa currently expects to use the net proceeds from the offering, to fund the continued advancement of EB06, its CXCL10 monoclonal antibody, into a Phase 2 clinical study in subjects with nonsegmental vitiligo, and for working capital and general corporate purposes.

The Series B-1 Preferred Shares have a stated value of $10,000 per share. Subject to certain exceptions and adjustments for share splits, each Series B-1 Preferred Share is convertible into a number of the company’s common shares (“Conversion Shares”) calculated by dividing the sum of the stated value of the Series B-1 Shares being converted by the conversion price of $1.92. Conversions of Series B-1 Preferred Shares are subject to a beneficial ownership limitation, capping individual holders’ ownership at a maximum of 4.99% (or, at the option of the investor, 9.99%) of the outstanding common shares upon exercise.

In connection with the offering, David Liu, a Senior Analyst at Velan Capital, was appointed to Edesa’s Board of Directors, effective immediately upon closing, pursuant to an Investor Rights Agreement.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been and will not be registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The securities described above were offered to "accredited investors" within the meaning of the Canadian National Instrument 45-106 - Prospectus Exemptions. The securities issued will be subject to applicable Canadian hold periods imposed under applicable securities legislation.

The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares and Conversion Shares within 30 days of the closing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The company plans to file Current Report on Form 8-K with the Securities and Exchange Commission with additional details of the offering and board appointment.

About Edesa Biotech, Inc.

Edesa Biotech, Inc. (Nasdaq: EDSA) is a clinical-stage biopharmaceutical company developing innovative ways to treat inflammatory and immune-related diseases. Its clinical pipeline is focused on two therapeutic areas: Medical Dermatology and Respiratory. In Medical Dermatology, Edesa is developing EB06, an anti-CXCL10 monoclonal antibody candidate, as therapy for vitiligo, a common autoimmune disorder that causes skin to lose its color in patches. Its medical dermatology assets also include EB01 (1.0% daniluromer cream), a Phase 3-ready asset developed for use as a potential therapy for moderate-to-severe chronic Allergic Contact Dermatitis (ACD), a common occupational skin condition. The company’s most advanced Respiratory drug candidate is EB05 (paridiprubart), which is being evaluated in a U.S. government-funded platform study as a treatment for Acute Respiratory Distress Syndrome (ARDS), a life-threatening form of respiratory failure. The EB05 program has been the recipient of two funding awards from the Government of Canada to support the further development of this asset. In addition to EB05, Edesa is preparing an investigational new drug application (IND) in the United States for EB07 (paridiprubart) to conduct a future Phase 2 study in patients with pulmonary fibrosis. Sign up for news alerts. Connect with us on X and LinkedIn.

Edesa Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions, including statements related to the use of proceeds from the offering and Edesa’s expectations regarding its ability to fund its CXCL10 antibody program through the end of fiscal 2026. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the forward-looking statements. Such risks include: market and other conditions, those relating to the anticipated use of proceeds, the ability of Edesa to obtain regulatory approval for or successfully commercialize any of its product candidates, the risk that access to sufficient capital to fund Edesa's operations may not be available or may be available on terms that are not commercially favorable to Edesa, the risk that Edesa's product candidates may not be effective against the diseases tested in its clinical trials, the risk that Edesa fails to comply with the terms of license agreements with third parties and as a result loses the right to use key intellectual property in its business, Edesa's ability to protect its intellectual property, the timing and success of submission, acceptance and approval of regulatory filings, and the impacts of public health crises. Many of these factors that will determine actual results are beyond the company's ability to control or predict. For a discussion of further risks and uncertainties related to Edesa's business, please refer to Edesa's public company reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Edesa assumes no obligation to update such statements.

CONTACT:
Gary Koppenjan
Edesa Biotech, Inc.
(289) 800-9600
investors@edesabiotech.com