Item
6. Indemnification of Directors and Officers.
Under
the Canada Business Corporations Act (the “CBCA”), the Registrant may indemnify its current or former directors or
officers or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual
acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative
or other proceeding in which the individual is involved because of his or her association with the Registrant or another entity.
The CBCA also provides that the Registrant may also advance moneys to a director, officer or other individual for costs, charges
and expenses reasonably incurred in connection with such a proceeding.
However,
indemnification is prohibited under the CBCA unless:
● the
individual acted honestly and in good faith with a view to the Registrant’s best interests, or the best interests of the
other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request;
and
● in
the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable
grounds for believing that his or her conduct was lawful.
The
Registrant’s Bylaws require it to indemnify each current or former director or officer or other individual who acts or acted
at the Registrant’s request as a director or officer or in a similar capacity of the Registrant or another entity at the
Registrant’s request. The Registrant will indemnify such individual against all costs, charges and expenses reasonably incurred
in respect of any civil, criminal, administrative, investigative or other proceeding in which such individual is involved because
of his or her association with the Registrant or such other entity. However, the Registrant shall not indemnify such individual
if, among other things, he or she did not act honestly and in good faith with a view to the Registrant’s, or other such
entity’s, best interests and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the individual did not have reasonable grounds for believing that his or her conduct was lawful. The by-laws also require
the Registrant to advance moneys to such individuals for the costs, charges and expenses of such proceedings, provided that the
individual agrees in advance, in writing, to repay the moneys if the conditions above are not satisfied.
The
Registrant’s Bylaws authorize it to purchase and maintain insurance for the benefit of each of its current or former directors
or officers and each person who acts or acted at the Registrant’s request as a director or officer, or an individual acting
in a similar capacity, of the Registrant or another entity. The Registrant has not purchased director and officer liability insurance,
but intends to do so when funds permit.
The
Registrant included in the Employment Agreement of some of its officers (who also serve as Directors) an indemnification clause
which provides, among other things, that the Registrant will indemnify such officers to the fullest extent permitted by law from
and against all losses that the officer may reasonably suffer, sustain or incur, including in a civil, criminal or administrative
proceeding, by reason of such individual being or having been a director or officer, provided that the Registrant shall not indemnify
such individual if, among other things, he or she did not act honestly and in good faith with a view to the Registrant’s
best interests.
Insofar
as indemnification for liabilities arising under the U.S. Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion
of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.
Item
9. Undertakings.
A. The
undersigned registrant hereby undertakes to file during any period in which offers or sales of the securities are being made,
a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution
not previously disclosed or any material change to such information set forth in the Registration Statement.
B. The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. The
undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
D. The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
E. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
