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(a)
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7,000,000 common shares (the “Shares”) of
the Company;
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(b)
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Warrants (each, a “Warrant”, and
collectively the “Warrants”), to purchase an aggregate of 3,500,000 common shares, each whole Warrant entitling the holder to purchase one
common share of the Company (the “Warrant Shares”); and
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(c)
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Placement agent warrants (each, a “Placement Agent
Warrant” and collectively the “Placement Agent Warrants”), ”) to purchase up to 490,000 common shares, each whole Placement Agent
Warrant entitling H.C. Wainwright & Co., LLC (or its designee) to purchase one common share of the Company (the “Placement Agent Shares” and, together with the Shares and Warrant Shares, the “Registration Shares”).
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(a)
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the certificate and articles of amalgamation of the Company;
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(b)
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the by-laws of the Company;
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(c)
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certain resolutions of the Company’s directors; and
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(d)
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a certificate of an officer of the Company (the “Officer’s
Certificate”).
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(a)
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all individuals had the requisite legal capacity;
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(b)
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all signatures are genuine;
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(c)
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all Warrants conform to the Form of Warrant in all respects;
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(d)
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all Placement Agent Warrants conform to the Form of Placement Agent Warrant in all respects;
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(e)
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all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform
to the originals;
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(f)
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all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public
officials are complete, true and accurate; and
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(g)
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all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of the Company including, without
limitation, the Officer’s Certificate, are complete, true and accurate.
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(a)
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the Shares have been validly issued as fully paid and non- assessable;
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(b)
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the Warrant Shares, when issued upon exercise of the Warrants in accordance with their terms, will be validly issued as fully paid and
non-assessable; and
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(c)
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the Placement Agent Shares, when issued upon exercise of the Placement Agent Warrants in accordance with their terms, will be validly issued as
fully paid and non-assessable.
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