RE:RE:RE:RE:RE:I’d like to send a big FUUpon and subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Company hereby grants to the Underwriters an option (the “Over- Allotment Option”) to purchase, or arrange for Substituted Purchasers to purchase, up to an additional 7,095,000 units of the Company (the “Additional Units”) at a price per Additional Unit equal to the Issue Price, that is exercisable in whole or in part, and at any time and from time to time, on or before 5:00 p.m. (Toronto time) on the date that is 30 days after and including the Closing Date (as defined below). Each Additional Unit shall consist of one common share in the capital of the Company (each an “Additional Share” and collectively the “Additional Shares”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant being an “Additional Warrant” and collectively the “Additional Warrants”). The Underwriters can elect to exercise the Over-Allotment Option for Additional Units only, Additional Shares only, or Additional Warrants only, or any combination thereof. The purchase price for Additional Warrants purchased upon exercise of the Over-Allotment Option is $0.06 per whole Warrant (or $0.03 per one-half Warrant), and the purchase price per Additional Share purchased upon exercise of the Over-Allotment Option is $0.34 per Additional Share, so long as the aggregate number of Additional Shares and Additional Warrants that may be issued under such Over- Allotment Option does not exceed 7,095,000 Additional Shares and 3,547,500 Additional Warrants.
Shares, the Warrant Shares and the Broker Warrant Shares (as defined below) on the TSXV. Listing will be subject to the Corporation fulfilling all of the requirements of the TSXV.
Price
to the Public
Per Unit......................................................... $0.37
Total.............................................................. $17,501,000
Underwriters' Fee(1)
$0.0222 $1,050,060
Net Proceeds
to the Corporation(2)
$0.3478 $16,450,940
(1) Pursuant to the Underwriting Agreement, the Corporation has agreed to pay to the Underwriters a cash fee equal to 6.0% of the gross proceeds of the Offering, including any gross proceeds raised on exercise of the Over-Allotment Option (as defined below) (the "Underwriters' Fee"). As additional compensation, the Corporation has agreed to issue to the Underwriters non-transferable broker warrants to purchase such number of Common Shares as is equal to 5.0% of the aggregate number of Units sold under the Offering (including pursuant to any exercise of the Over-Allotment Option) (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to purchase one Common Share (each, a "Broker Warrant Share") at an exercise price equal to the Offering Price for a period of 36 months after the Closing Date. This Prospectus also qualifies the distribution of the Broker Warrants to the Underwriters. See "Plan of Distribution".
(2) After deducting the Underwriters' Fee, but before deducting the expenses of the Offering, e