DLA Piper (Canada) LLP

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the Registration Statement;

 

(b)

a Certificate of Good Standing with respect to the Company issued by the Registrar of Companies under the Business Corporations Act (British Columbia) dated August 23, 2023;

 

(c)

a written resolution and consent of the directors of the Company dated August 24, 2023 approving the registration of the Securities under the Registration Statement and other related matters; and

 

(a)

the authenticity of all documents submitted to us as originals, the genuineness of all signatures, and the conformity to authentic original documents of all documents submitted to us as certified, conformed, electronic, telecopied or photocopied copies;

 

(b)

the legal capacity of all natural persons signing agreements or instruments relevant hereto;

 

(c)

with respect to all parties to agreements or instruments relevant hereto who are not natural persons, that such parties had (or have at the relevant time) the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, and that such agreements or instruments have been (or will be at the relevant time) duly authorized by all requisite action (corporate or otherwise) of such parties;

 

(d)

all agreements and instruments referred to in (b) or (c) immediately above have been or will be duly executed and delivered by each party thereto, and that such agreements or instruments are (or will be at the relevant time) the legal, valid, binding and enforceable obligations of such parties;

 

(e)

the completeness, accuracy, and currency of: (i) the indices and filing systems maintained at the public offices where we have searched or made inquiries, (ii) all documents supplied or otherwise conveyed to us by public officials, and (iii) all facts set forth in those documents and in official public records;

 

(f)

that all documents reviewed by us have not been modified in any manner since the date they were submitted to us, whether by written or oral agreement or by conduct of the parties thereto or otherwise;

 

(g)

at the time of offer, issuance and sale of any Securities, that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and such effectiveness will not have been terminated or rescinded and no stop order suspending its effectiveness will have been issued and remain in effect;

 

all Securities will be offered, issued and sold in compliance with all applicable laws, including those of Canada, the relevant Provinces and Territories thereof and the United States, and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement;

 

(i)

in respect of the Securities, a Prospectus Supplement will have been prepared and filed with the U.S. Securities and Exchange Commission describing the Securities offered thereby; any Securities or other securities issuable upon exercise of any other Securities being offered will have been duly authorized, created and, if necessary, reserved for issuance upon such exercise by all necessary corporate action and in accordance with applicable laws;

 

(j)

at the time of any offering or sale of any Common Shares, Warrants to purchase Common Shares or any Units comprised of, in whole or in part, Common Shares or Subscription Receipts for, in whole or in part, Common Shares, and as of the date of the issuance of any Common Shares issuable upon exercise of Warrants or Subscription Receipts, there will be sufficient Common Shares authorized and unissued under the Company’s then operative Notice of Articles (the “Notice of Articles”) and Articles (“Articles”) and not otherwise reserved for issuance, and that there will not be, at the time of such offering or sale, a cease trade or other restraining order affecting the distribution by the Company of the Securities;

 

(k)

at the time of issuance of the Securities, the Company will validly exist and be duly qualified and in good standing under the laws of British Columbia, and will have the necessary corporate power for such issuance;

 

(l)

at the time of issuance of the Securities, the Notice of Articles and Articles (together, the “Charter Documents”) are in full force and effect and have not been amended, restated, supplemented or otherwise altered, and there has been no authorization of any such amendment, restatement, supplement or other alteration, in either case since the date hereof,

 

any Warrant Indenture, Subscription Receipt Agreement or Unit Agreement, or any other definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized, executed and delivered by the parties thereto and constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms;

 

the Warrant Indenture, Subscription Receipt Agreement and Unit Agreement will be governed by British Columbia law;

 

the issuance, sale, amount and terms of any Securities of the Company to be offered from time to time will have been duly authorized and established by proper action of the board of directors of the Company (the “Board”) or a duly authorized committee of such board (“Board Action”) consistent with the procedures and terms described in the Registration Statement and in accordance with the Company’s then operative Charter Documents, and applicable British Columbia corporate law, in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on the Company or otherwise impair the legal or binding nature of the obligations represented by the applicable Securities;

 

if being sold by the Company, the Securities will be delivered against payment of valid consideration therefor in the amount set by the Board and otherwise in accordance with the terms of the applicable Board Action authorizing such sale and any applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable Prospectus Supplement;

 

the Company will remain a British Columbia company; and

 

(r)

 

With respect to Common Shares offered and/or to be resold under the Registration Statement, when (a) the Company has taken all necessary corporate action to authorize and approve the issuance thereof, the terms of the offering thereof and related matters, and (b) certificates representing the Common Shares have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations have been made in the share register of the Company, in each case in accordance with the Charter Documents, either (i) against payment therefor in an amount not less than the amount of such consideration set by the Board and permitted under the laws of the Province of British Columbia then in effect and in the manner contemplated by the Registration Statement and/or the applicable Prospectus Supplement and in accordance with the provisions of the applicable definitive purchase, underwriting or similar agreement, if any, approved by the Board, or (ii) upon exercise or conversion of any other Security in accordance with the terms of such Security or the instrument governing such Security as approved and executed by the Company, for the consideration approved by the Company (in an amount not less than such consideration set by the Board and permitted under the laws of the Province of British Columbia then in effect), such Common Shares will be validly issued, fully paid and non-assessable.

 

With respect to Warrants offered under the Registration Statement, when (a) the Company has taken all necessary corporate action to authorize and approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (b) if the Warrants are not represented by stand-alone certificates, a Warrant Indenture in respect thereof  has been duly authorized, executed and delivered by the Company and a Warrant trustee or agent (the “Warrant Agent”) in respect of the Warrants in accordance with applicable law, (c) if the Warrants are not represented by stand-alone certificates, the Warrant Agent is: (i) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to engage in the activities contemplated by the Warrant Indenture; (ii) is in compliance with respect to performance of its obligations under the Warrant Indenture and all applicable laws, rules and regulations; and (iii) has the requisite corporate  and legal power and authority to perform its obligations under the Warrant Indenture, and (d) the certificates representing the Warrants have been duly executed and delivered against payment therefor in accordance with the provisions of the Warrant Indenture (if the Warrants are not represented by stand-alone certificates) and in the manner contemplated by the Registration Statement and/or the applicable Prospectus Supplement (assuming the Securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action and in accordance with applicable law), the Warrants will constitute valid and binding obligations of the Company.

 

With respect to Subscription Receipts offered under the Registration Statement, when (a) the Company has taken all necessary corporate action to authorize and approve the creation of and the issuance and terms of the Subscription Receipts, the terms of the offering thereof and related matters, (b) a Subscription Receipt Agreement in respect thereof  has been duly authorized, executed and delivered by the Company and, if applicable, any subscription receipt trustee or agent (the “Subscription Receipt Agent”) in respect of the Subscription Receipts in accordance with applicable law, (c) the Subscription Receipt Agent is: (i) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to engage in the activities contemplated by the Subscription Receipt Agreement; (ii) is in compliance with respect to performance of its obligations under the Subscription Receipt Agreement and all applicable laws, rules and regulations; and (iii) has the requisite corporate  and legal power and authority to perform its obligations under the Subscription Receipt Agreement, and (d)  the Subscription Receipts have been duly executed and delivered against payment therefor in accordance with the provisions of the Subscription Receipt Agreement and in the manner contemplated by the Registration Statement and/or the applicable Prospectus Supplement (assuming the Securities issuable upon exercise of the Subscription Receipts have been duly authorized and reserved for issuance by all necessary corporate action and in accordance with applicable law), the Subscription Receipts will constitute valid and binding obligations of the Company.

 

(4)

 

 

the enforceability of any agreement may be limited by bankruptcy, reorganization, winding-up, insolvency, moratorium, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting the enforcement of creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers);

 

 

we express no opinion as to the enforceability of any term providing for the severance of void, illegal or unenforceable provisions from the remaining provisions of an agreement;

 

 

we express no opinion as to the enforceability of any term providing that modifications, amendments or waivers are not binding unless in writing;

 

 

we express no opinion with respect to rights to indemnity and contribution;

 

 

the enforceability of the obligations of a party under any agreement is subject to general principles of equity, including, without limitation:

 

 

 

concepts of materiality, conscionability, reasonableness, good faith and fair dealing in performance and enforcement of a contract required of the party seeking its enforcement (regardless of whether such agreement is considered in a proceeding in equity or at law);

 

 

 

(ii)

the discretion exercisable by a court with respect to equitable remedies, such as specific performance and injunction;

 

 

 

(iii)

the discretion exercisable by a court with respect to stays of enforcement proceedings and execution of judgments;

 

 

 

(iv)

the effect of vitiating factors, such as mistake, misrepresentation, fraud, duress or undue influence; and

 

 

 

(v)

the discretion of a court with respect to the enforcement of provisions in an agreement to the effect that certain factual or legal determinations, calculations or certificates will be conclusive and binding;

 

 

(f)

a court may reserve to itself the right to decline jurisdiction in any action if the court is an inconvenient forum to hear the action or if concurrent proceedings are being brought elsewhere, notwithstanding any waiver of the right to raise such objection or defence thereto;

 

 

(g)

the right to exercise any unilateral or unfettered discretion pursuant to an agreement will not prevent a court from requiring such discretion to be exercised reasonably; and

 

 

(h)

the recoverability of costs and expenses may be limited to those a court considers to be reasonably incurred, the costs and expenses incidental to all court proceedings are in the discretion of the court and the court has the discretion to determine by whom and to what extent these costs shall be paid.