PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents, which have been filed with the Securities and Exchange Commission (the Commission) by the Registrant are
incorporated herein by reference into this Registration Statement:
(a) the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2022 (File No. 001-35066), filed with the Commission on February 22, 2023 (the 2022 Annual
Report);
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of
1934, as amended, (the Exchange Act) since the end of the fiscal year covered by the 2022 Annual Report; and
(c) the description of the Common Shares contained in Exhibit
4.4 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 19, 2020, including any amendment or report filed for the
purposes of updating such description.
In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. |
Indemnification of Directors and Officers. |
The Companys Second Amended and Restated By-Law No. 1 contains an indemnification of its
directors/officers, former directors/officers and persons who have acted at its request to be a director/officer of an entity in which the Company is a shareholder or creditor, to indemnify them, to the extent permitted by the Canada Business
Corporations Act, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by them in connection with any action, suit or proceeding in which the directors and/or officers are sued as a result of
their service, if they acted honestly and in good faith with a view to the best interests of the Company. The nature of the indemnification prevents the Company from making a reasonable estimate of the maximum potential amount it could be required
to pay to counterparties. The Company has purchased directors and officers liability insurance. No amount has been accrued in the consolidated balance sheet as at December 31, 2022 with respect to this indemnity.
The Registrant maintains directors and officers liability insurance with an aggregate policy limit of U.S. $70 million
subject to a deductible of U.S. $2,500,000 in respect of securities law claims and U.S. $500,000 in respect of all other claims.