PLAN OF DISTRIBUTION
New Issue
We may sell our securities to or through underwriters, dealers, placement agents or other intermediaries and we may also sell our securities directly to purchasers or through agents in negotiated transactions, block trades or a combination of these methods, subject to obtaining any applicable exemption from registration requirements.
We may distribute our securities, from time to time, in one or more transactions at a fixed price or prices that may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 Shelf Distributions, including sales made directly on the TSX or other existing trading markets for our securities. The prices at which our securities may be offered may vary as between purchasers and during the period of distribution. Any securities offered pursuant to a prospectus supplement by way of at-the- market distributions will be conducted in accordance with applicable securities legislation in Canada and will be subject to regulatory approval.
The prospectus supplement relating to each offering of securities will identify each underwriter, dealer or agent, as the case may be, and will also set forth the terms of the offering, including the type of security being offered, the public offering price (or the manner of determination thereof if offered on a non-fixed price basis), the net proceeds to us and any compensation payable to the underwriter, dealers or agents.
The Company has provided an undertaking to the Ontario Securities Commission that it will not complete a distribution under a prospectus supplement unless the minimum subscription amount of the distribution, together with the Company’s other resources, is sufficient to achieve one or more development milestones, as set out in this prospectus and further described in the prospectus supplement, together with general and administrative expenses for the period required to achieve such milestones.
The Company has also undertaken that the prospectus supplement for any distribution will also include: disclosure regarding the use of proceeds, including but not limited to a description of the principal purposes of the proceeds, including how funds raised under prior distributions under this prospectus have been used or are being allocated, a description of the Company’s business objectives and current development milestones, including the specific time period in which each event is expected to occur and the costs related to it, and a description of the Company’s negative cash flow from operations, if applicable, and to what extent it will use the proceeds of the distribution to fund any anticipated negative cash flow from operating activities in future periods; risk factors relating to the Company and its business, including but not limited to risk factors with respect to cash flow and liquidity, including negative cash flow from operations, if applicable, and the implications of these for the Company’s ability to continue operations and to remain a going concern; disclosure related to the Company’s current financial condition, including but not limited to a description of the Company’s cash on hand at the most recent month end, a description of the Company’s working capital as of a date within 30 days of the date of the prospectus supplement, and a description of the period of time that proceeds of the distribution are expected to fund operations; the estimated length of time in months that the Company could continue operations without raising additional funds; and any other material fact relating to the financial condition of the Company that is required to be included in the prospectus supplement to provide full, true and plain disclosure.
