SEDAR Filing Document

SEDAR Filing Document

This SEDAR Filing Document is made this day of , by and between Issuer Name: , a corporation organized under the laws of with registered office at (the "Issuer"), and Filing Agent Name: of (the "Filing Agent").

RECITALS

WHEREAS the Issuer is required or desires to file certain documents and records with the applicable securities regulatory authorities through the SEDAR electronic filing system (collectively, the "System") in connection with the Issuer's public disclosure and regulatory obligations;

WHEREAS the Filing Agent has the technical capability and authority to submit documents electronically to the System on behalf of the Issuer and to perform related filing and administrative services;

WHEREAS the parties wish to set out the terms upon which the Filing Agent will prepare, classify, submit and certify certain filings on behalf of the Issuer and the respective responsibilities, representations and indemnities of the parties with respect thereto.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

In this document, unless the context otherwise requires, capitalized terms not otherwise defined have the meanings given to them in this section. "Filed Document" means any document, notice, report, financial statement, prospectus, material change report, circular, exhibit or other submission that the Filing Agent submits to the System on behalf of the Issuer. "Confidential Information" means information designated in writing by the Issuer as confidential or that by its nature ought reasonably to be treated as confidential.

2. SCOPE OF AUTHORITY

The Issuer hereby appoints and authorizes the Filing Agent to prepare, classify and submit Filed Documents to the System on behalf of the Issuer. The Filing Agent's authority includes the electronic submission, payment of applicable filing fees on behalf of the Issuer where authorized in writing, and the taking of reasonable administrative steps necessary to effect filing, including uploading exhibits and attaching required metadata.

3. DOCUMENT TYPES AND CLASSIFICATION

The Issuer requests the Filing Agent to submit the following categories of documents (check all that apply):

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. The Issuer represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction identified above and has the requisite corporate power and authority to execute and deliver this document and to perform its obligations hereunder; (b) all Filed Documents provided to the Filing Agent for submission are true, complete and accurate in all material respects and do not omit any material fact necessary to make the statements therein not misleading; and (c) it has obtained all necessary corporate approvals for the filing and public disclosure of the Filed Documents.

4.2 Filing Agent Representations. The Filing Agent represents and warrants that it will use commercially reasonable efforts to submit Filed Documents in accordance with the System's technical specifications and the instructions provided by the Issuer and will exercise reasonable care in the processing of submissions. The Filing Agent does not warrant that submission will be accepted by the System or that the System will be available at all times.

5. CONFIDENTIALITY AND PUBLIC DISCLOSURE

The Filing Agent shall maintain as confidential all non-public information provided by the Issuer and shall not use such information except for the purpose of performing its obligations hereunder. The Issuer acknowledges that filing with the System may result in public disclosure of Filed Documents. To the extent the Issuer requests confidential treatment of particular exhibits or information, the Issuer must deliver to the Filing Agent a written request identifying the specific portions and the legal basis for confidentiality. The Filing Agent may rely on the Issuer's designation and instructions but shall have no obligation or liability for decisions by regulatory authorities regarding confidentiality.

6. INDEMNITY

The Issuer shall indemnify and hold harmless the Filing Agent and its officers, directors, employees and agents from and against any and all claims, liabilities, costs, losses and expenses (including reasonable legal fees) arising out of or in connection with (a) any inaccuracy or breach of any representation, warranty or covenant of the Issuer contained in this document or in any Filed Document, or (b) the Issuer's failure to obtain necessary approvals or consents for filing. Notwithstanding the foregoing, the Filing Agent shall not be indemnified for claims resulting from its gross negligence or willful misconduct.

7. FEES AND EXPENSES

The Issuer shall pay all fees charged by the System and any fees charged by the Filing Agent for services performed under this document in accordance with the fee schedule agreed between the parties. The Filing Agent may suspend further submissions if undisputed fees remain unpaid for more than thirty (30) days after written notice.

8. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or electronic mail (with confirmation of receipt) to the addresses set out below or to such other address as either party may designate by notice to the other in accordance with this section.

9. AMENDMENT; WAIVER; COUNTERPARTS

This document may be amended only by a written instrument executed by both parties. No waiver of any provision of this document shall be effective unless in writing and signed by the party granting the waiver. This document may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. GOVERNING LAW

This document shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of such jurisdiction for any dispute arising out of or relating to this document.

11. ENTIRE AGREEMENT; SEVERABILITY

This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings and agreements, whether written or oral, relating thereto. If any provision of this document is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

12. CERTIFICATION

The undersigned authorized officer of the Issuer certifies that the Filed Documents submitted pursuant to this document have been reviewed by the Issuer and that, to the best of the signatory's knowledge after due inquiry, such Filed Documents do not contain any untrue statement of a material fact and do not omit to state any material fact necessary to make the statements contained therein not misleading.

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