Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 2024

NEW HORIZON AIRCRAFT LTD.

(Exact name of registrant as specified in its charter)

British Columbia		001-41607		98-1786743
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3187 Highway 35, Lindsay, Ontario, K9V 4R1

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (613) 866-1935

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Ordinary Share, no par value	HOVR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	HOVRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 18, 2024, New Horizon Aircraft Ltd., a British Columbia company (the “Company”) entered into subscription agreements (each a “Subscription Agreement”) with Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it, Canso Select Opportunities Corporation, and GRIP Investments Limited (each a “Purchaser” and, collectively the “Purchasers”), pursuant to which the Purchasers purchased an aggregate of 4,166,667 Class A ordinary shares of the Company, no par value per share (the “Subscribed Common Shares” and each Class A ordinary share in the authorized share structure of the Company, a “Common Share”) at a price of $0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company (the “Subscribed Preferred Shares” and each preferred share, once created, a “Series A Preferred Share” and collectively with the Subscribed Common Shares, the “Subscribed Shares”) at a price of $1,000 per share, subject to the terms and conditions set out in the Agreement (the “Canso Financing”).

The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Common Shares on a one for 2222.222222 basis.

The Subscription Agreements provided that the Purchasers shall have the right (the “Participation Right”), in the event the Company commences a public offering or private placement (each, a “Proposed Offering”) of Common Shares or securities exchangeable for or convertible into Common Shares (“Equity Securities”), to subscribe for such number of Equity Securities under the Proposed Offering that would allow the Purchasers to maintain their pro rata interest in the Company at the time of the Proposed Offering all on the same terms and conditions as offered to other potential subscribers, on a partially-diluted basis (taking into account any share purchase warrants and other convertible securities issued to the Purchaser as part of any Proposed Offering).

The Subscription Agreements contains customary representations and warranties and covenants that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of the Subscription Agreements and in the context of the specific relationship between the parties thereto.

The Subscribed Shares were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

Alteration to Authorized Share Structure and Articles

On December 18, 2024, the Company filed a Notice of Alteration (the “Notice of Alteration”) with the Province of British Columbia Registrar of Companies to alter (the “First Alteration”) the Authorized Share Structure and Articles to: (1) create and attach to the Common Shares the special rights or restrictions summarized hereafter, and (2) create an unlimited number of preferred shares, issuable in series, and to attach special rights or restrictions as summarized hereafter (the “Preferred Shares”). The First Alteration was approved by the Company’s shareholders on December 17, 2024 at its 2024 annual meeting of shareholders.

On December 19, 2024, the Company filed a subsequent Notice of Alteration (the “Second Alteration”) with the Province of British Columbia Registrar of Companies to create the first series of Preferred Shares, the Series A Preferred Shares, consisting of an unlimited number of Series A Preferred Shares, and to attach special rights or restrictions relating to the Series A Preferred Shares as summarized hereafter. Pursuant to the authorization of the Articles, the Second Alteration was approved on December 18, 2024 by written consent resolution of the Company’s directors.

Summary of Altered Articles

The First Alteration altered the Company’s Articles to (a) attach special rights and restrictions to the Common Shares; and (b) attach special rights or restrictions in relation to the Preferred Shares. The Second Alteration altered the Company’s Articles to attach special rights and restrictions to the Series A Preferred Shares.

Common Shares

Pursuant to the First Alteration, the Common Shares have the following special rights and restrictions:

Voting Rights.

The holders of the Common Shares, as such, are entitled, except as provided by law, to receive notice of and to attend and vote at all meetings of the shareholders of the Company and are entitled to one vote for each Common share held.

Dividends.

Each holder of a Common Share is entitled, subject to the special rights and restrictions attaching to any other class or series of shares of the Company, to receive on the date fixed for payment thereof, and the Company will pay, such dividends, if any, as the directors may in their sole and absolute discretion declare from time to time out of the money or other property of the Company properly applicable to the payment of dividends.

Liquidation, Dissolution or Winding-up.

In the event of the liquidation, dissolution or winding-up, whether voluntary or involuntary, or other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs or upon the reduction or return of capital by the Company, the holders of the Common Shares are entitled, subject to the special rights and restrictions attaching to any other class or series of shares of the Company, to receive the remaining property and assets of the Company.

Preferred Shares

Pursuant to the First Alteration, the Preferred Shares have the following special rights and restrictions:

Authorization

The Preferred Shares may include one or more series of shares, and attach special rights and restrictions to such shares.

Voting Rights

Except for such rights relating to the election of directors on a default in payment of dividends as may be attached to the shares of any series of the Preferred Shares by the directors, the holders of Preferred Shares shall not be entitled, as such, to receive notice of, or to attend or vote at, any general meeting of shareholders of the Company.

Liquidation, Dissolution or Winding-up.

The holders of Preferred Shares shall be entitled, on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, to receive, before any distribution is made to the holders of Common Shares or any other shares of the Company ranking junior to the Preferred Shares with respect to the distribution of assets on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, the redemption amount with respect to each Preferred Share held by them, together with the fixed premium (if any) thereon, all accrued and unpaid cumulative dividends thereon, which for such purpose shall be calculated as if such dividends were accruing on a day-to-day basis up to the date of such distribution, whether or not declared, and all declared and unpaid non-cumulative dividends thereon. After payment to the holders of Preferred Shares of the amounts so payable to them, they shall not, as such, be entitled to share in any further distribution of the assets of the Company except as specifically provided in the special rights and restrictions attached to the shares of any particular series of Preferred Shares.

Series A Preferred Shares

Pursuant to the Second Alteration, the Series A Preferred Shares have the following special rights and restrictions.

Consent of Holders

Where an action is to be taken by one or more holders of record who hold collectively more than 50% of the outstanding Series A Preferred Shares (the “Preferred Majority”), in addition to the requirements of applicable law, if any, such action may be taken if the Preferred Majority: agree in writing; or pass a resolution to such effect at a duly constituted meeting of holders of all outstanding Series A Preferred Shares (“Holders”), voting as a single class.

Voting Rights

The holders of Series A Preferred Shares are not entitled, as such, to receive notice of, or to attend or vote at, any general meeting of shareholders of the Company.

Dividends

Subject to the Business Corporations Act, the holders of Series A Preferred Shares are entitled to receive, as and when declared by the directors of the Company, but always in preference and priority to any payment of dividends on the Common Shares and on any other shares of the Company ranking junior to the Series A Preferred Shares with respect to dividends, dividends payable on such date or dates as may from time to time be determined by the directors.

Payment on Liquidation Event

Upon the occurrence of a liquidation, winding-up or dissolution of the Company whether voluntary or involuntary, or any other distribution of the Company’s assets among its shareholders for the purpose of winding up its affairs (a “Liquidation Event”), the Holders are entitled pari passu, in preference to the rights of holders of the Common Shares or any shares of a class ranking junior to the Series A Preferred Shares, to be paid out of the assets of the Company available for distribution to holders of the Company's capital, an amount equal to $1,000 for each Series A Preferred Share.

Insufficient Assets

If all of the assets of the Company are insufficient to permit the payment in full to the Holders of all amounts to be distributed to them, then the assets of the Company available for such distribution are to be distributed rateably among the Holders, pari passu, in proportion to the full preferential amount each such Holder is otherwise entitled to receive.

Remaining Assets

After the payment referred to in the section titled “Payment on Liquidation Event”, has been made in full to the Holders, or funds necessary for such payment have been set aside by the Company in trust for the exclusive benefit of such Holders so as to be available for such payment, any assets remaining available for distribution are to be distributed, subject to the rights, if any, of holders of any other class of shares to receive a portion of such remaining assets, rateably among the holders of Common Shares.

Distribution Other than Cash

If a Liquidation Event occurs, and assets other than cash are available for satisfaction of the payments to which the Holders are entitled upon such Liquidation Event, the value of such assets for this purpose is their fair market value.

Notice

At least 15 days before the proposed date of a Liquidation Event (or such shorter period as determined by the Preferred Majority), the Company will deliver to the Holders written notice of the proposed Liquidation Event stating an estimated payment date, an estimate of the amount to which the Holders are entitled and the place where such payments are payable.

Conversion Rights

The Series A Preferred Shares are convertible, at the option of the Holder and without payment of additional consideration, into Common Shares on a one for 2222.222222 basis.

Time of Conversion

Conversion is deemed to be effected immediately prior to the close of business on the date on which the documentation set out in section titled “Mechanics of Conversion” is received by the Company (the “Conversion Date”).

Effect of Conversion

Upon the conversion of the Series A Preferred Shares: the rights of a Holder as a holder of the converted Series A Preferred Shares cease, except for the right to receive a certificate or certificates for the number Common Shares into which the Series A Preferred Shares are converted and the cash payment, if any, referred to in the section titled “Fractional Shares”; and each person in whose name any certificate for Common Shares is issuable upon such conversion is deemed to have become the holder of record of such Common Shares.

Mechanics of Conversion

To exercise conversion rights, a Holder must: give written notice to the Company at its principal office: stating that the Holder elects to convert such Series A Preferred Shares; and providing the name or names (with address or addresses) in which the certificate or certificates for Common Shares issuable upon such conversion are to be issued; surrender the certificate or certificates representing the Series A Preferred Shares being converted to the Company at its principal office; and where the Common Shares are to be registered in the name of a person other than the Holder, provide evidence to the Company of proper assignment and transfer of the surrendered certificates to the Company, including evidence of compliance with applicable Canadian and United States securities laws and any applicable shareholder agreement.

Within 10 days after the Conversion Date, the Company will issue and deliver to the Holder a certificate or certificates in such denominations as such Holder requests for the number of full Common Shares issuable upon the conversion of such Series A Preferred Shares, together with cash in respect of any fractional Common Shares issuable upon such conversion.

Fractional Shares

No fractional Common Shares will be issued upon conversion of Series A Preferred Shares. Instead of any fractional Common Shares that would otherwise be issuable upon conversion of Series A Preferred Shares, the Company will pay to the Holder a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per Common Share (as determined in a manner reasonably prescribed by the board of directors) at the time of conversion.

Partial Conversion

If some but not all of the Series A Preferred Shares represented by a certificate or certificates surrendered by a Holder are converted, the Company will execute and deliver to or on the order of the Holder, at the expense of the Company, a new certificate representing the number of Series A Preferred Shares that were not converted.

The foregoing description of the Notice of Articles and altered Articles does not purport to be complete and is qualified in its entirety by reference to the full text of each document, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Summary of Proposals Submitted to Shareholders

On December 17, 2024, the Company held its 2024 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the shareholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 25, 2024:

Proposal 1: The election of two directors to serve as Class I directors until the 2027 annual meeting of shareholders;

Proposal 2: The appointment of MNP LLP as the Company’s auditor and independent registered public accounting firm for the fiscal year ending May 31, 2025;

Proposal 3: The approval of certain changes to the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan; and

Proposal 4: The approval, with or without variation, of a special resolution authorizing alterations to the Notice of Articles and Articles of the Company, in one or more alterations, to: (a) attach special rights and restrictions to the Company’s Common Shares and (b) create a class of Preferred Shares, issuable in series, with special rights or restrictions attached thereto.

Voting Results

On the record date, there were (a) 24,574,247 Common Shares issued and outstanding, entitled to 24,574,247 votes in the aggregate. Of the 24,574,247 votes that were eligible to be cast by the holders of Common Shares at the Annual Meeting, 12,396,641 votes, or approximately 50.4% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

Proposal 1: Election of Directors.

The Company’s shareholders elected the following directors to serve as Class I directors until the 2027 annual meeting of shareholders. The votes regarding the election of these directors were as follows:

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Trisha Nomura	9,270,290	341,772	2,784,579
Jon Pinsent	9,269,462	342,600	2,784,579

Proposal 2: Ratification of Appointment of MNP LLP.

The Company’s shareholders approved the appointment of MNP LLP as the Company’s auditor and independent registered public accounting firm for the fiscal year ending May 31, 2025. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
12,375,032		9,903		11,706		—

Proposal 3: Approval of certain changes to the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan.

The Company’s shareholders approved the proposal to make certain changes to the New Horizon Aircraft, Ltd. 2023 Equity Incentive Plan. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,214,241		381,481		16,340		2,784,579

Proposal 4: Approval of Special Resolution

The Company’s shareholders approved the special resolution authorizing alterations to the Notice of Articles and Articles of the Company to: (a) attach special rights and restrictions to the Company’s Common Shares and (b) create a class of Preferred Shares and to attach special rights and restrictions thereto. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,208,353		387,545		16,164		2,784,579

Item 7.01 Regulation FD Disclosure.

On December 20, 2024, the Company issued a press release announcing the Canso Financing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Notice of Articles, dated December 19, 2024
3.2		Articles of New Horizon Aircraft Ltd.
10.1		Form of Subscription Agreement, dated December 18, 2024
99.1		Press Release dated as of December 20, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW HORIZON AIRCRAFT LTD.

Date: December 20, 2024	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

Exhibit 3.1

Mailing Address:
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca

Location:
2nd Floor - 940 Blanshard Street
Victoria BC
1 877 526-1526

CERTIFIED COPY
Of a Document filed with the Province of British Columbia Registrar of Companies

	Notice of Articles
	BUSINESS CORPORATIONS ACT	T.K. SPARKS

This Notice of Articles was issued by the Registrar on: December 19, 2024 01:41 PM Pacific Time

Incorporation Number: C1460195

Recognition Date and Time: Continued into British Columbia on January 11, 2024 08:48 AM Pacific Time

NOTICE OF ARTICLES

Name of Company:

NEW HORIZON AIRCRAFT LTD.

REGISTERED OFFICE INFORMATION

Mailing Address: SUITE 2300, BENTALL 5	Delivery Address: SUITE 2300, BENTALL 5
550 BURRARD ST	550 BURRARD ST
VANCOUVER BC V6C 2B5	VANCOUVER BC V6C 2B5
CANADA	CANADA

RECORDS OFFICE INFORMATION

Mailing Address: SUITE 2300, BENTALL 5	Delivery Address: SUITE 2300, BENTALL 5
550 BURRARD ST	550 BURRARD ST
VANCOUVER BC V6C 2B5	VANCOUVER BC V6C 2B5
CANADA	CANADA

Page: 1 of 3

DIRECTOR INFORMATION

Last Name, First Name, Middle

Name: Pinsent, John

Mailing Address:

3187 HIGHWAY 35

LINDSAY ON K9V 4R1

CANADA

Delivery Address:

3187 HIGHWAY 35

LINDSAY ON K9V 4R1

CANADA

Last Name, First Name, Middle

Name: Maris, John

Mailing Address:

3187 HIGHWAY 35

LINDSAY ON K9V 4R1

CANADA

Delivery Address:

3187 HIGHWAY 35

LINDSAY ON K9V 4R1

CANADA

Last Name, First Name, Middle
Name: O’Neill, Jason

Mailing Address: 7 ISLEWORTH AVENUE	Delivery Address: 7 ISLEWORTH AVENUE
TORONTO ON M4E 1J4	TORONTO ON M4E 1J4
CANADA	CANADA


Last Name, First Name, Middle Name: Robinson, E. Brandon

Mailing Address: 18 HAYCRAFT STREET	Delivery Address: 18 HAYCRAFT STREET
WHITBY ON L1P 0C6	WHITBY ON L1P 0C6
CANADA	CANADA

Last Name, First Name, Middle
Name: Nomura, Triha

Mailing Address:

3187 HIGHWAY 35

LINDSAY ON K9V 4R1

CANADA

Delivery Address:

3187 HIGHWAY 35

LINDSAY ON K9V 4R1

CANADA

RESOLUTION DATES:

Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares:

January 11, 2024

December 17, 2024

December 18, 2024

Page: 2 of 3

AUTHORIZED SHARE STRUCTURE

1.	No Maximum	Class A Ordinary Shares	Without Par Value Without Special Rights or Restrictions attached


2.	No Maximum	Class B Ordinary Shares	Without Par Value Without Special Rights or Restrictions attached


3.	No Maximum	Preferred Shares	Without Par Value With Special Rights or Restrictions attached


1.	No Maximum	Series A Preferred	Special Rights or Restrictions are attached

Page: 3 of 3

Exhibit 3.2

NEW HORIZON AIRCRAFT LTD.
(the “Company”)

ARTICLES - ALTERATION

(as of December 19, 2024 at 1:41 pm Pacific Time)

In accordance with section 262(b) of the Business Corporations Act (British Columbia), a special resolutions of the voting shareholders of the Company passed on December 18, 2024 altering the Articles of the Company, the amendment attached. As of December 19, 2024 at 1:41 pm Pacific Time the Articles of the Company are to be read together with and as altered by the attached.

30. SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO THE SERIES A PREFERRED SHARES

The Series A Preferred shares without par value (the “Series A Preferred Shares”) have attached thereto the following special rights and restrictions in addition to the special rights and restrictions attached to the Preferred Shares as a class:

30.1 Interpretation

For purposes of these Series A Preferred Share provisions:

(a)

“Conversion Date” means the date on which the documentation set out in Section 30.6(d) is received by the Company.

(b)

“Fair Market Value” means, in respect of assets other than securities, their fair market value as determined in good faith by the board of directors, and in respect of securities:

(i)

if such securities are not subject to any statutory hold periods or contractual restrictions on transfer:

(A)

if traded on one or more securities exchanges or markets, the weighted average of the closing prices of such securities on the exchange or market on which the securities are primarily traded over the 30-day period ending three days prior to the relevant date;

(B)

if actively traded over-the-counter, the weighted average of the closing bid or sale prices (whichever are applicable) over the 30-day period ending three days prior to the relevant date; or

(C)

if there is no active public market, the fair market value of such securities as determined in good faith by the board of directors, but no discount or premium is to be applied to their valuation on the basis of the securities constituting a minority block or a majority block of securities;

(ii)

if such securities are subject to statutory hold periods or contractual restrictions on transfer, or both, the fair market value of such securities as determined by applying an appropriate discount, as determined in good faith by the board of directors, to the value as calculated in accordance with Section 30.1(b)(i), but if the Preferred Majority object to any determination by the board of directors and notify the board of directors of such objection within ten days of receiving notice of such determination; the Company and the Holders will, within ten days following such ten-day period, jointly appoint a valuator that is a nationally recognized independent investment banking firm or business valuation firm to determine the fair market value. If the Company and the Holders cannot agree on the valuator within such time period, then the Company and the Holders will, within the next 10 days, jointly select an arbitrator to appoint such valuator, failing which an arbitrator may be appointed in accordance with ADR Institute of Canada, Inc. Vancouver, British Columbia with the seat of arbitration, and such arbitrator will select the valuator who will determine the fair market value. The determination of the valuator of the fair market value is final and binding on the Holders and the Company, absent manifest error. The costs of any such valuator will be paid by the Company.

(c)

“Holders” means, at any time, the holders of all outstanding Series A Preferred Shares.

(d)

“Liquidation Event” means liquidation, winding-up or dissolution of the Company whether voluntary or involuntary, or any other distribution of the Company’s assets among its shareholders for the purpose of winding up its affairs.

(e)

“Preferred Majority” means, as of the relevant time of reference, one or more Holders of record who hold collectively more than 50% of the outstanding Series A Preferred Shares.

(f)

“Series A Preferred Shares” means the Series A Preferred Shares in the authorized share structure of the Company.

30.2 Consent of Holders

For purposes of these Series A Preferred Share provisions, where an action is to be taken by the Preferred Majority, in addition to the requirements of applicable law, if any, such action may be taken if the Preferred Majority:

(a)

agree in writing; or

(b)

pass a resolution to such effect at a duly constituted meeting of Holders, voting as a single class.

30.3 Voting Rights

The holders of Series A Preferred Shares shall not be entitled, as such, to receive notice of, or to attend or vote at, any general meeting of shareholders of the Company.

30.4 Dividends

Subject to the Business Corporations Act, the holders of Series A Preferred Shares shall be entitled to receive, as and when declared by the directors of the Company, but always in preference and priority to any payment of dividends on the Class A Ordinary Shares and on any other shares of the Company ranking junior to the Series A Preferred Shares with respect to dividends, dividends payable on such date or dates as may from time to time be determined by the directors.

30.5 Liquidation Preference

(a)

Payment on Liquidation Event

Upon the occurrence of a Liquidation Event, the Holders are entitled pari passu, in preference to the rights of holders of the Class A Ordinary Shares or any shares of a class ranking junior to the Series A Preferred Shares, to be paid out of the assets of the Company available for distribution to holders of the Company’s capital, an amount equal to US$1,000 for each Series A Preferred Share.

(b) Insufficient Assets

If all of the assets of the Company are insufficient to permit the payment in full to the Holders of all amounts to be distributed to them, then the assets of the Company available for such distribution are to be distributed rateably among the Holders, pari passu, in proportion to the full preferential amount each such Holder is otherwise entitled to receive.

(c) Remaining Assets

After the payment referred to in Section 30.5(a) has been made in full to the Holders, or funds necessary for such payment have been set aside by the Company in trust for the exclusive benefit of such Holders so as to be available for such payment, any assets remaining available for distribution are to be distributed, subject to the rights, if any, of holders of any other class of shares to receive a portion of such remaining assets, rateably among the holders of Class A Ordinary Shares.

(d) Distribution Other than Cash

(e) Notice

30.6 Conversion

(a) Conversion Rights

The Series A Preferred Shares are convertible, at the option of the Holder and without payment of additional consideration, into Class A Ordinary Shares on a one for 2222.222222 basis.

(b) Time of Conversion

Conversion is deemed to be effected immediately prior to the close of business on the Conversion Date.

(c) Effect of Conversion

(i)

Upon the conversion of the Series A Preferred Shares:

(A)

the rights of a Holder as a holder of the converted Series A Preferred Shares cease, except for the right to receive a certificate or certificates for the number of Class A Ordinary Shares into which the Series A Preferred Shares are converted and the cash payment, if any, referred to in Section 30.6(e); and

(B)

each person in whose name any certificate for Class A Ordinary Shares is issuable upon such conversion is deemed to have become the holder of record of such Class A Ordinary Shares.

(d) Mechanics of Conversion

(i)

To exercise conversion rights under Section 30,6(a), a Holder must:

(A)

give written notice to the Company at its principal office:

(1)

stating that the Holder elects to convert such Series A Preferred Shares; and

(2)

providing the name or names (with address or addresses) in which the certificate or certificates for Class A Ordinary Shares issuable upon such conversion are to be issued;

(B)

surrender the certificate or certificates representing the Series A Preferred Shares being converted to the Company at its principal office; and

(C)

where the Class A Ordinary Shares are to be registered in the name of a person other than the Holder, provide evidence to the Company of proper assignment and transfer of the surrendered certificates to the Company, including evidence of compliance with applicable Canadian and United States securities laws and any applicable shareholder agreement.

(ii)

Within 10 days after the Conversion Date, the Company will issue and deliver to the Holder a certificate or certificates in such denominations as such Holder requests for the number of full Class A Ordinary Shares issuable upon the conversion of such Series A Preferred Shares, together with cash in respect of any fractional Class A Ordinary Shares issuable upon such conversion.

(e) Fractional Shares

No fractional Class A Ordinary Shares will be issued upon conversion of Series A Preferred Shares. Instead of any fractional Class A Ordinary Shares that would otherwise be issuable upon conversion of Series A Preferred Shares, the Company will pay to the Holder a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price per Class A Ordinary Share (as determined in a manner reasonably prescribed by the board of directors) at the time of conversion.

(f) Partial Conversion

NEW HORIZON AIRCRAFT LTD.
(the “Company”)

ARTICLES - ALTERATION

(as of December 18, 2024 at 1:09 pm Pacific Time)

In accordance with section 262(b) of the Business Corporations Act (British Columbia), a special resolutions of the voting shareholders of the Company passed on December 17, 2024 altering the Articles of the Company, the amendment attached. As of December 18, 2024 at 1:09 pm Pacific Time the Articles of the Company are to be read together with and as altered by the attached.

28. CLASS A ORDINARY SHARES

The Class A Ordinary shares without par value (the “Common shares”) have attached thereto the following special rights and restrictions.

(1)

Voting Rights. The holders of the Common shares, as such, are entitled, except as provided by law, to receive notice of and to attend and vote at all Meetings of the shareholders of the Company and are entitled to one vote for each Common share held.

(2)

Dividends. Each holder of a Common share is entitled, subject to the special rights and restrictions attaching to any other class or series of shares of the Company, to receive on the date fixed for payment thereof, and the Company will pay, such dividends, if any, as the directors may in their sole and absolute discretion declare from time to time out of the money or other property of the Company properly applicable to the payment of dividends.

(3)

Liquidation, Dissolution or Winding-up. In the event of the liquidation, dissolution or winding-up, whether voluntary or involuntary, or other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs or upon the reduction or return of capital by the Company, the holders of the Common shares are entitled, subject to the special rights and restrictions attaching to any other class or series of shares of the Company, to receive the remaining property and assets of the Company.

29. Preferred Shares

The Preferred shares without par value (the “Preferred shares”) have attached thereto the following special rights and restrictions:

(1)

The Preferred shares may include one or more series of shares.

(2)

Subject to the Business Corporation Act, the directors may from time to time, by resolution, if none of the Preferred shares of any particular series are issued, alter the Articles of the Company and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of:

(a)

determine the maximum number of shares of any of those series of shares that the Company is authorized to issue, determine that there is no such maximum number, or alter any determination made under this paragraph (a) or otherwise in relation to a maximum number of those shares;

(b)

create an identifying name by which the shares of any of those series of shares may be identified, or alter any identifying name created for those shares; and

(c)

attach special rights or restrictions to the shares of any of those series of shares, including, but without limiting or restricting the generality of the foregoing, the rate or amount of dividends (whether cumulative, non-cumulative or partially cumulative), the dates and places of payment thereof, the consideration for, and the terms and conditions of, any purchase for cancellation or redemption thereof (including redemption after a fixed term or at a premium), conversion or exchange rights, the terms and conditions of any share purchase plan or sinking fund, restrictions respecting payment of dividends on, or the repayment of capital in respect of, any other shares of the Company and voting rights and restrictions; or alter any special rights or restrictions attached to the shares of any of those series of shares; but no such special right or restriction shall be consistent with the provisions of subclauses (4) and (5) of this Article.

(4)

The holders of Preferred shares shall be entitled, on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, to receive, before any distribution is made to the holders of Common shares or any other shares of the Company ranking junior to the Preferred shares with respect to the distribution of assets on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, the redemption amount with respect to each Preferred share held by them, together with the fixed premium (if any) thereon, all accrued and unpaid cumulative dividends thereon, which for such purpose shall be calculated as if such dividends were accruing on a day-to-day basis up to the date of such distribution, whether or not declared, and all declared and unpaid non-cumulative dividends thereon. After payment to the holders of Preferred shares of the amounts so payable to them, they shall not, as such, be entitled to share in any further distribution of the assets of the Company except as specifically provided in the special rights and restrictions attached to the shares of any particular series of Preferred shares.

(5)

Except for such rights relating to the election of directors on a default in payment of dividends as may be attached to the shares of any series of the Preferred shares by the directors, the holders of Preferred shares shall not be entitled, as such, to receive notice of, or to attend or vote at, any general Meeting of shareholders of the Company.

PONO CAPITAL THREE, INC.

CHANGED ITS NAME TO

NEW HORIZON AIRCRAFT LTD.

EFFECTIVE JANUARY 12, 2024

Pono Capital Three, Inc.

(the “Company”)

The Company has as its articles the following articles.

Full name and signature of director	Date of signing

/s/ Davin Kuzma	January 11, 2024
Davin Kazania

Pono Capital Three, Inc.
(the “Company”)

Continuation Number: C1460195

ARTICLES

		Page Nos
1.	Interpretation	1
2.	Shares and Share Certificates	2
3.	Issue of Shares	4
4.	Share Registers	4
5.	Share Transfers	5
6.	Transmission of Shares	6
7.	Purchase of Shares	6
8.	Borrowing Powers	7
9.	Alterations	7
10.	Meetings of Shareholders	8
11.	Proceedings at Meetings of Shareholders	10
12.	Votes of Shareholders	13
13.	Directors	16
14.	Election and Removal of Directors	17
15.	Alternate Directors	21
16.	Powers and Duties of Directors	22
17.	Disclosure of Interest of Directors and Officers	22
18.	Proceedings of Directors	23
19.	Executive and Other Committees	25
20.	Officers	26
21.	Indemnification	27
22.	Dividends	28
23.	Documents, Records and Reports	29
24.	Notices	29
25.	Seal	31
26.	Prohibitions	31
27.	Class B Share Conversion	32

1.	Interpretation

1.1

Definitions

In these Articles, unless the context otherwise requires:

(1)	“appropriate person” has the meaning assigned in the Securities Transfer Act;

(2)	“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

(3)	“*Business Corporations Act” means the Business Corporations Act* (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4)	“*Interpretation Act” means the Interpretation Act* (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(5)	“legal personal representative” means the personal or other legal representative of the shareholder;

(6)	“protected purchaser” has the meaning assigned in the Securities Transfer Act;

(7)	“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(8)	“seal” means the seal of the Company, if any;

(9)

“securities legislation” means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; “Canadian securities legislation” means the securities legislation in any province or territory of Canada and includes the Securities Act (British Columbia); and “U.S. securities legislation” means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934

(10)	“Securities Transfer Act” means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; and

(11)	“uncertificated share” means a share that is not represented by a certificate.

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2.	Shares and Share Certificates

2.1

Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2

Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3

Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment for a share to one of several joint shareholders or to one of the joint shareholders’ duly authorized agents will be sufficient delivery to all.

2.4

Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5

Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1)

order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2)

issue a replacement share certificate or acknowledgment, as the case may be.

2.6

Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, wrongfully taken or destroyed, the Company must issue a new share certificate if that person:

(1)	so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

(2)	provides the Company with an indemnity bond sufficient in the Company’s judgment to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

(3)	satisfies any other reasonable requirements imposed by the directors.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate of acknowledgment.

2.7

Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights on the indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8

Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.9

Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.10

Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3.	Issue of Shares

3.1

Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2

Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3

Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4

Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1)	consideration is provided to the Company for the issue of the share by one or more of the following:

(a)

past services performed for the Company;

(b)

property;

(c)

money; and

(2)	the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5

Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4.	Share Registers

4.1

Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2

Closing Register

The Company must not at any time close its central securities register.

5.	Share Transfers

5.1

Registering Transfers

Subject to the Business Corporations Act, a transfer of a share of the Company must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(1)

in the case of a share certificate that has been issued by the Company in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(2)

in the case of a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate that has been issued by the Company in respect of the share to be transferred, a written instrument of transfer that directs that the transfer of the shares be registered, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(3)	in the case of a share that is an uncertificated share, a written instrument of transfer that directs that the transfer of the share be registered, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

(4)

such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser.

5.2

Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors or the transfer agent for the class or series of shares to be transferred.

5.3

Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4

Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(1)	in the name of the person named as transferee in that instrument of transfer; or

(2)	if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5

Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6

Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6.	Transmission of Shares

6.1

Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in a joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2

Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of s. 87 of the Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

7.	Purchase of Shares

7.1

Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2

Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1)	the Company is insolvent; or

(2)	making the payment or providing the consideration would render the Company insolvent.

7.3

Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1)	is not entitled to vote the share at a meeting of its shareholders;

(2)	must not pay a dividend in respect of the share; and

(3)	must not make any other distribution in respect of the share.

8.	Borrowing Powers

The Company, if authorized by the directors, may:

(1)	borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

(2)	issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(3)	guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4)	mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9.	Alterations

9.1

Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may:

(1)	by special resolution:

(a)

create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b)

increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c)

if the Company is authorized to issue shares of a class of shares with par value:

(i)

decrease the par value of those shares; or

(ii)

if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(d)

change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(e)

alter the identifying name of any of its shares;

(f)

otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act; or

(2)	by resolution of the directors subdivide or consolidate all or any of its unissued, or fully paid issued, shares, and, if applicable, alter its Notice of Articles and if, applicable, its Articles, accordingly.

9.2

Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(1)	create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2)	vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued,

and alter its Notice of Articles accordingly.

9.3

Change of Name

The Company may by a resolution of the directors authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.4

Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10.

Meetings of Shareholders

10.1

Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2

Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3

Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4

Location of Meetings of Shareholders

Subject to the Business Corporations Act, a meeting of shareholders may be held in or outside of British Columbia as determined by a resolution of the directors.

10.5

Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1)	if and for so long as the Company is a public company, 21 days;

(2)	otherwise, 10 days.

10.6

Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1)	if and for so long as the Company is a public company, 21 days;

(2)	otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7

Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8

Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9

Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1)	state the general nature of the special business; and

(2)	if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a)

at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b)

during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11.

Proceedings at Meetings of Shareholders

11.1

Special Business

At a meeting of shareholders, the following business is special business:

(1)	at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2)	at an annual general meeting, all business is special business except for the following:

(a)

business relating to the conduct of or voting at the meeting;

(b)

consideration of any financial statements of the Company presented to the meeting;

(c)

consideration of any reports of the directors or auditor;

(d)

the setting or changing of the number of directors;

(e)

the election or appointment of directors;

(f)

the appointment of an auditor;

(g)

the setting of the remuneration of an auditor;

(h)

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i)

any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2

Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds (2/3) of the votes cast on the resolution.

11.3

Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, and Article 11.4, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 ⅓% of the issued shares entitled to be voted at the meeting.

11.4

One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1)	the quorum is one person who is, or who represents by proxy, that shareholder, and

(2)	that shareholder, present in person or by proxy, may constitute the meeting.

11.5

Other Persons May Attend

In addition to those person who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting, but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6

Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7

Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1)	in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2)	in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8

Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9

Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1)	the chair of the board, if any; or

(2)	if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10

Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11

Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12

Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13

Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14

Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15

Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16

Casting Vote

In the case of an equality of votes, the chair of a meeting of shareholders, on a show of hands and on a poll, has a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17

Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1)

the poll must be taken:

(a)

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b)

in the manner, at the time and at the place that the chair of the meeting directs;

(2)

the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3)

the demand for the poll may be withdrawn by the person who demanded it.

11.18

Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19

Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20

Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21

No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22

Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23

Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three-month period, the Company may destroy such ballots and proxies.

12.

Votes of Shareholders

12.1

Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1)

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2)

on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2

Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3

Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1)

any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2)

if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4

Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5

Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1)

for that purpose, the instrument appointing a representative must:

(a)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(b)

be provided, at the meeting or any adjourned meeting, to the chair of the meeting or adjourned meeting or to a person designated by the chair of the meeting or adjourned meeting;

(2)

if a representative is appointed under this Article 12.5:

(a)

the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b)

the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6

Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.16 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply. Articles 12.7 to 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company or any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

12.7

Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8

Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9

When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1)

the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2)

the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(3)

the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10

Deposit of Proxy

A proxy for a meeting of shareholders must:

(1)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(2)

unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11

Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1)

at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)

at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.12

Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]
(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

	Signed [month, day, year]


	[Signature of shareholder]


	[Name of shareholder—printed]

12.13

Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1)

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2)

provided, at the meeting or any adjourned meeting, to the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been taken.

12.14

Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1)

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2)

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15

Chair May Determine Validity of Proxy

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at such meeting and any such determination made in good faith shall be final, conclusive and binding upon such meeting.

12.16

Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13.

Directors

13.1

First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1)

subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company’s first directors;

(2)

if the Company is a public company, the greater of three and the most recently set of:

(a)

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)

the number of directors set under Article 14.4;

(3)

if the Company is not a public company, the most recently set of:

(a)

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)

the number of directors set under Article 14.4.

13.2

Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a), subject to Article 14:

(1)

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2)

if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, subject to Article 14.8, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3

Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4

Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5

Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6

Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7

Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8

Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14.

Election and Removal of Directors

14.1

Election at Annual General Meeting

(1)

At each annual general meeting of the Company all the directors whose term of office expire at such annual general meeting shall cease to hold office immediately before the election of directors at such annual general meeting and the shareholders entitled to vote thereat shall elect to the board of directors, directors as otherwise permitted by any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and all regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation as set out below. A retiring director shall be eligible for re election;

(2)

Each director may be elected for a term of office of one or more years of office as may be specified by ordinary resolution at the time he is elected. In the absence of any such ordinary resolution, a director’s term of office shall be one year of office. No director shall be elected for a term of office exceeding three years of office. The shareholders may, by resolution of not less than 3/4 of the votes cast on the resolution vary the term of office of any director;

(3)

A director elected or appointed to fill a vacancy shall be elected or appointed for a term expiring immediately before the election of directors at the annual general meeting of the Company when the term of the director whose position he is filling would expire; and

(4)

Unless otherwise determined by special resolution, the board of directors shall be divided into three classes of directors, to be respectively designated as Class I, Class II and Class III. Unless otherwise determined by special resolution, the terms of office of the directors initially classified shall be as follows:

(a)

that of Class I shall expire at the general meeting to be held in 2024;

(b)

that of Class II shall expire at the general meeting to be held in 2025; and

(c)

that of Class III shall expire at the general meeting to be held in 2026.

At each annual general meeting after such initial classification, directors to replace those whose terms expire at such annual general meeting shall be elected to hold office until the third successive annual general meeting. Notwithstanding the foregoing, every director shall hold office until his successor shall be elected. Any director whose office has expired shall be eligible for re-election.

14.2

Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1)

that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2)

that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3)

with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3

Failure to Elect or Appoint Directors

If:

(1)

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2)

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3)

the date on which his or her successor is elected or appointed; and

(4)

the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4

Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5

Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6

Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7

Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8

Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1)

one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2)

in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 11.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1) and Article 14.1(4), but is eligible for re-election or re-appointment.

14.9

Ceasing to be a Director

A director ceases to be a director when:

(1)

the term of office of the director expires;

(2)

the director dies;

(3)

the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4)

the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10

Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by a resolution of not less than ¾ of the votes cast on such resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11

Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

14.12

Nomination of Directors

(1)

Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors of the Company may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

by or at the direction of the board, including pursuant to a notice of meeting;

by or at the direction or request of one or more shareholders pursuant to a “proposal” made in accordance with Division 7 of Part 5 of the Business Corporations Act, or a requisition of the shareholders made in accordance with section 167 of the Business Corporations Act; or

by any person (a “Nominating Shareholder”): (i) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Article 14.12 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (ii) who complies with the notice procedures set forth below in this Article 14.12.

(2)

In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with paragraph (3) below) and in proper written form (in accordance with paragraph (4) below) to the Corporate Secretary of the Company at the head office of the Company.

(3)

To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Company must be made:

in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10^th day following the Notice Date; and

in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15^th day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

The time periods for the giving of a Nominating Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of such notice.

(4)

To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Company must set forth:

as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (i) the name, age, business address and residential address of the person; (ii) the present principal occupation, business or employment of the person within the preceding five years, as well as the name and principal business of any company in which such employment is carried on; (iii) the citizenship of such person; (iv) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (v) confirmation that the person meets the qualifications of directors set out in the Act; and (vi) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and

as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

(5)

No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12; provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(6)

For purposes of this Article 14.12:

“Applicable Securities Laws” means the applicable securities legislation of each province and territory of Canada in which the Company is a reporting issuer, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada; and

“public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedarplus.ca.

(7)

Notwithstanding any other provision of this Article 14.12, notice given to the Corporate Secretary of the Company pursuant to this Article 14.12 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Corporate Secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Corporate Secretary at the address of the head office of the Company, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

(8)

Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 14.12.

15.

Alternate Directors

15.1

Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company. Every alternate director shall have a direct and personal duty to the Company arising from his alternate directorship, independent of the duties of the director who appointed him.

15.2

Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3

Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1)

will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2)

has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3)

will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(4)

has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4

Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5

Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor and shall be deemed not to have any conflict arising out of any interest, property or office held by the appointor. An alternate director shall be deemed to be a director for all purposes of these Articles, with full power to act as a director, subject to any limitations in the instrument appointing him, and an alternate director shall be entitled to all of the indemnities and similar protections afforded directors by the Business Corporations Act and under these Articles. A director shall have no liability arising out of any act or omission by his alternate director to which the appointor was not a party, nor shall an alternate director have liability for any such act or omission by the appointor. Without limiting the foregoing, no duty to account to the Company shall be imposed upon an alternate director merely because he voted in respect of a contract or transaction in which the appointor was interested or which the appointor failed to disclose, nor shall any such duty be imposed upon an appointor merely because he voted in respect of a contract or transaction in which his alternate director was interested or which such alternate director failed to disclose.

15.6

Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7

Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1)

his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2)

the alternate director dies;

(3)

the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4)

the alternate director ceases to be qualified to act as a director; or

(5)

his or her appointor revokes the appointment of the alternate director.

15.8

Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

15.9

Remuneration of Auditor

The directors may set the remuneration of the auditor of the Company.

16.

Powers and Duties of Directors

16.1

Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2

Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17.

Disclosure of Interest of Directors and Officers

17.1

Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2

Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3

Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4

Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5

Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6

No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7

Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8

Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18.

Proceedings of Directors

18.1

Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2

Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3

Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1)

the chair of the board, if any;

(2)

in the absence of the chair of the board, the president, if any, if the president is a director; or

(3)

any other director chosen by the directors if:

(a)

neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)

neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c)

the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4

Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5

Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6

Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, or as provided in Article 18.7, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7

When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1)

the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2)

the director or alternate director, as the case may be, has waived notice of the meeting.

18.8

Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9

Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10

Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11

Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12

Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1)

in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(2)

in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consent to it in writing.

A consent in writing under this Article may be by signed document, fax, email or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19.

Executive and Other Committees

19.1

Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(1)

the power to fill vacancies in the board of directors;

(2)

the power to remove a director;

(3)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

(4)

such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2

Appointment and Powers of Other Committees

The directors may, by resolution:

(1)

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2)

delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:

(a)

the power to fill vacancies in the board of directors;

(b)

the power to remove a director;

(c)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d)

the power to appoint or remove officers appointed by the directors; and

(3)

make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3

Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1)

conform to any rules that may from time to time be imposed on it by the directors; and

(2)

report every act or thing done in exercise of those powers at such times as the directors may require.

19.4

Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1)

revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2)

terminate the appointment of, or change the membership of, the committee; and

(3)

fill vacancies in the committee.

19.5

Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1)

the committee may meet and adjourn as it thinks proper;

(2)

the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3)

a majority of the members of the committee constitutes a quorum of the committee; and

(4)

questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20.

Officers

20.1

Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2

Functions, Duties and Powers of Officers

The directors may, for each officer:

(1)

determine the functions and duties of the officer;

(2)

entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3)

revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3

Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4

Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21.

Indemnification

21.1

Definitions

In this Article 21:

(1)

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)

“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a)

is or may be joined as a party; or

(b)

is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3)

“expenses” has the meaning set out in the Business Corporations Act.

21.2

Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3

Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4

Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5

Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1)

is or was a director, alternate director, officer, employee or agent of the Company;

(2)

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)

at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4)

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22.

Dividends

22.1

Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2

Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3

No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4

Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5

Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6

Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1)

set the value for distribution of specific assets;

(2)

determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3)

vest any such specific assets in trustees for the persons entitled to the dividend.

22.7

When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8

Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9

Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10

Dividend Bears No Interest

No dividend bears interest against the Company.

22.11

Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12

Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13

Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus or any part of the retained earnings or surplus so capitalized or any part thereof.

23.

Documents, Records and Reports

23.1

Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2

Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24.

Notices

24.1

Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1)

mail addressed to the person at the applicable address for that person as follows:

(a)

for a record mailed to a shareholder, the shareholder’s registered address;

(b)

for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c)

in any other case, the mailing address of the intended recipient;

(2)

delivery at the applicable address for that person as follows, addressed to the person:

(a)

for a record delivered to a shareholder, the shareholder’s registered address;

(b)

for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c)

in any other case, the delivery address of the intended recipient;

(3)

sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)

sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)

physical delivery to the intended recipient; or

(6)

as otherwise permitted by any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and all regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation.

24.2

Deemed Receipt of Mailing

A notice, statement, report or other record that is:

(1)

mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing; and

(2)

emailed to a person to the email address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was emailed on the day it was emailed.

24.3

Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4

Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5

Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1)

mailing the record, addressed to them:

(a)

by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b)

at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2)

if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.6

Undelivered Notices

If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

25.

Seal

25.1

Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1)

any two directors;

(2)

any officer, together with any director;

(3)

if the Company only has one director, that director; or

(4)

any one or more directors or officers or persons as may be determined by the directors.

25.2

Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.3

Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26.

Prohibitions

26.1

Definitions

In this Article 26:

(1)

“designated security” means:

(a)

a voting security of the Company;

(b)

a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c)

a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2)

“security” has the meaning assigned in the Securities Act (British Columbia);

(3)

“voting security” means a security of the Company that:

(a)

is not a debt security, and

(b)

carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2

Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3

Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

27.

Class B Share Conversion

27.1

Definitions

In this Article 27:

(1)

“Business Combination” means the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target Business at Fair Value;

(2)

“Class A Shares” means a Class A ordinary share without par value in the authorized share structure of the Company;

(3)

“Class B Shares” means a Class B ordinary share without par value in the authorized share structure of the Company;

(4)

“Class B Share Entitlement” or “Conversion Ratio” means the right of the Sponsor as holder of the Class B Shares (including on an as-converted basis) to thirty (30%) percent of all entitlements to income and capital arising in respect of the Company’s issued and outstanding Public Shares;

(5)

“Equity-Linked Securities” means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt;

(6)

“Fair Value” shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination;

(7)

“IPO” means the initial public offering of units, consisting of Shares and warrants of the Company and rights to receive Shares;

(8)

“Public Share” means the Class A Shares included in the units issued in the IPO;

(9)

“Share” means a Class A Share and Class B Share in the authorized share structure of the Company and the expression:

(a)

includes stock (except where a distinction between shares and stock is expressed or implied); and

(b)

where the context permits, also includes a fraction of a share;

(10)

“Sponsor” means Mehana Equity LLC, a Delaware limited liability company;

(11)

“Target Business” means any businesses or entity with whom the Company wishes to undertake a Business Combination; and

(12)

“Trust Account” means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, has been deposited.

27.2

Pari Passu Ranking

Save and except for the conversion rights referred to in this Article 27 and as otherwise set out in these Articles, the rights attaching to all Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters.

27.3

Class B Shares shall automatically convert into Class A Shares

Class B Shares shall automatically convert into Class A Shares in such a ratio so as to give effect to the Class B Share Entitlement (the Conversion Ratio):

(a)

at any time and from time to time at the option of the holders thereof; and

(b)

automatically on the day of the closing of a Business Combination.

27.4

Giving effect to Conversion Ratio

In order to give effect to the Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination at the Conversion Ratio (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, thirty (30%) percent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding any Shares or Equity-linked Securities issued, to any underwriters as compensation in connection with the IPO or to be issued, to any seller in a Business Combination and any private placement units and underling securities issued to the Sponsor or its affiliates upon conversion of working capital loans made to the Company.

27.5

Waiver of Conversion Ratio

Notwithstanding anything to the contrary contained herein, the Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class.

27.6

Conversion Ratio takes into account any subdivision, combination or similar

The Conversion Ratio shall also take into account any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.

27.7

Class B Share — Class A Share Conversion Ratio, pro rata

Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

27.8

Certain references shall mean compulsory redemption

References in this Article to “converted”, “conversion” or “exchange” shall mean the compulsory redemption without notice of Class B Shares of any shareholder and, on behalf of such shareholder, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such shareholder or in such name as the shareholder may direct.

27.9

No Class B Share may convert into Class A Shares at a ratio less than the Conversion Ratio

Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than the Conversion Ratio.

Exhibit 10.1

NEW HORIZON AIRCRAFT LTD.

SUBSCRIPTION AGREEMENT – common shares and Preferred Shares

SUBSCRIPTION AGREEMENT

TO:

New Horizon Aircraft Ltd. (the “Issuer”)

Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it (the “Purchaser”), hereby subscribes for and agrees to purchase a total of [●] Class A ordinary shares of the Issuer (the “Subscribed Common Shares” and each Class A ordinary share in the authorized share structure of the Issuer, a “Common Share”) at a price of US$0.36 per share, and [●] preferred shares of the Issuer (the “Subscribed Preferred Shares” and each preferred share, once created, a “Preferred Share” and collectively with the Subscribed Common Shares, the “Subscribed Shares”) at a price of US$1,000 per share, subject to the terms and conditions set out in the Schedules hereto. This agreement, which for greater certainty includes and incorporates the attached Schedules, is referred to herein as the “Agreement”. The purchase price for the Subscribed Shares shall be paid in Canadian dollars based on a fixed exchange rate of CAD$1.40 for each US$1.00.

Execution by the Purchaser:

EXECUTED by the Purchaser this _______ day of December, 2024.

Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it		100 York Blvd Suite 550, Richmond Hill, ON L4B 1J8


Name of the Purchaser (please print)		(Purchaser’s Residential or Head Office Address)

by:
	Authorized Signatory

		(905) 881-8853
Name and Official Capacity or Title of Authorized Signatory(please print)		(Telephone Number)

		research@cansofunds.com
		(Email Address)

Registration Instructions (if other than in name of Purchaser):		Delivery Instructions (if other than the address above):


Name and Address (as it should appear on the certificates)		Address




		Account reference, if applicable


Account reference, if applicable		Contact Name


		Telephone Number

Present Ownership of Securities

The Purchaser either [check appropriate box and insert number of shares, if applicable]:

owns directly or indirectly, or exercises control or direction over, no Common Shares of the Issuer or securities convertible into Common Shares of the Issuer; or

owns directly or indirectly, or exercises control or direction over, ____________ Common Shares of the Issuer and convertible securities entitling the Purchaser to acquire an additional ____________ Common Shares of the Issuer.

Status of Purchaser

The Purchaser is [check any of the following applicable boxes]:

a “registered individual” or a “registered firm” as such terms are defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (a “Registrant”); or not a Registrant.

to be completed by the issuer only

The Issuer accepts the subscription on the terms and conditions of this Agreement, including the attached Schedules, for the amount of Subscribed Shares as set forth on the page (ii) of this Agreement.

New horizon aircraft ltd.

By:
	Authorized Signing Officer

Date:	December ___, 2024

SCHEDULE “A”

TERM SHEET DATED DECEMBER 5, 2024

Schedule A-1

SCHEDULE “B”
ADDITIONAL TERMS AND CONDITIONS AND CONDITIONS OF SUBSCRIPTION

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1.0

INTERPRETATION

1.1

In this Agreement, unless the context otherwise requires:

(a)

“2024 AGM” means the annual general and special meeting of shareholders of the Issuer to be held on December 17, 2024;

(b)

“Agreement” means this subscription agreement and, for greater certainty, includes all appendices and exhibits attached hereto, in each case as they may be amended or supplemented from time to time;

(c)

“Applicable Securities Laws” means all applicable securities laws in the United States and each of the provinces and territories of Canada and the respective regulations and rules under such laws together with applicable published policy statements, and the applicable rules and policies of the Nasdaq, the 1933 Act and the rules and regulations promulgated thereunder;

(d)

“business day” means a day which is not a Saturday, Sunday or legal holiday in Toronto, Ontario;

(e)

“Closing” means the completion of the sale and purchase of the Subscribed Common Shares and the Subscribed Preferred Shares in accordance with section 6.0;

(f)

“Closing Date” has the meaning set forth in section 7.1 herein;

(g)

“Commission” means the Ontario Securities Commission;

(h)

“Common Shares” means the Class A ordinary shares without par value in the authorized share structure of the Issuer;

(i)

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval database system operated by the U.S. Securities and Exchange Commission;

(j)

“Exemptions” means the exemptions from prospectus requirements or equivalent requirements under Applicable Securities Laws;

(k)

“General Solicitation” or “General Advertising” means “general solicitation or general advertising”, as used under Rule 502(c) of Regulation D under the 1933 Act, including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, internet or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

(l)

“governmental authority” means any: (a) domestic or foreign federal, territorial, provincial, state, regional, municipal or local governmental, regulatory or administrative authority, department, court, agency, commission, board or tribunal, arbitral body, bureau, ministry, agency or instrumentality or official, including any political subdivision thereof; (b) quasi-governmental or private body exercising regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (c) any stock exchange;

(m)

“Laws” means all laws (including, for greater certainty, common law), all statutes, regulations, by-laws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices and directions enacted by a governmental authority (including all Applicable Securities Laws) and the terms and conditions of any grant of approval, permission, judgement, decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority.

Schedule B-1

(n)

“National Instrument 45-106” means Canadian National Instrument 45-106 – Prospectus Exemptions;

(o)

“Nasdaq” means the Nasdaq Stock Market;

(p)

“Offering” means the offering by the Issuer of an aggregate of 4,166,666 Subscribed Common Shares at a price of US$0.36 per Subscribed Common Share and an aggregate of 4,500 Subscribed Preferred Shares at a price of US$1,000 per Subscribed Preferred Share;

(q)

“Ontario Act” means the Securities Act (Ontario), the regulations and rules thereunder and all administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the Ontario Securities Commission, all as amended;

(r)

“Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;

(s)

“Portfolio Manager” means a person registered as an adviser under Applicable Securities Laws and who is subscribing for the Subscribed Shares for a fully managed account;

(t)

“Preferred Shares” has the meaning set forth on page 1 hereof;

(u)

“Pro Rata Interest” means, on any date, the security ownership interest of the Purchaser in the Issuer, expressed as a percentage, equal to (i) the aggregate number of outstanding Common Shares actually beneficially owned, directly or indirectly, or over which control or direction is exercised by the Purchaser; divided by (ii) the actual aggregate number of outstanding Common Shares, in each case on a non-diluted basis;

(v)

“Public Record” means all information filed by the Issuer since January 1, 2022 with any securities commission or similar regulatory authority in compliance, or intended compliance, with Applicable Securities Laws in the United States, which is available for public viewing on the Issuer’s profile on the EDGAR;

(w)

“Purchaser” has the meaning set forth on the page (ii) hereof;

(x)

“Regulation S” means Regulation S promulgated under the 1933 Act;

(y)

“Regulator” means: (i) any governmental or public entity department, court, commission, board, bureau, agency or instrumentality, (ii) any quasi-governmental, self-regulatory or private body exercising any regulatory authority and (iii) any stock exchange;

(z)

“Shareholder Approval” means the approval by the shareholders of the Issuer at the 2024 AGM to the alteration of the Issuer’s authorized share structure to create the Preferred Shares;

(aa)

“Subscribed Common Shares” means the Common Shares subscribed for hereunder by the Purchaser;

(bb)

“Subscribed Preferred Shares” means the Preferred Shares subscribed for hereunder by the Purchaser, subject to the Issuer’s receipt of Shareholder Approval at the 2024 AGM;

(cc)

“Subscribed Shares” means the Subscribed Common Shares and the Subscribed Preferred Shares being purchased by the Purchaser as set out on page (1) hereof;

Schedule B-2

(dd)

“Subscription Proceeds” means the aggregate amount paid for the Subscribed Shares;

(ee)

“United States” has the meaning ascribed to such term in Rule 902(l) of Regulation S;

(ff)

“U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S;

(gg)

“U.S. Purchaser” means (a) any U.S. Person, (b) any person purchasing securities for the account or benefit of any U.S. Person or any person in the United States, (c) any person that receives or received an offer of the Subscribed Shares while in the United States, and (d) any person that is in the United States at the time the subscriber’s buy order was made or this Agreement was executed or delivered; provided, however, that U.S. Purchaser shall not include persons holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts, or any other persons excluded from the definition of U.S. Person pursuant to Rule 902(k)(2); and

(hh)

“1933 Act” means the United States Securities Act of 1933, as amended.

1.2

In this Agreement:

(a)

unless otherwise indicated, “$” or “currency” mean Canadian currency;

(b)

a statute or code or a specific provision thereof includes every regulation made pursuant thereto, all amendments to the statute, under or to any regulation in force, from time to time, and any statute, code or regulation that supplements or supersedes such statute, code or any such regulation; and

(c)

an entity includes any entity that is a successor of such entity.

1.3

Time is of the essence of this Agreement.

1.4

This Agreement is to be read with all changes in gender or number as are required by the context.

1.5

The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

1.6

This Agreement is governed by, subject to and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties hereby agree to attorn to the exclusive jurisdiction of the courts of the Province of Ontario regarding any dispute arising in connection with this Agreement.

2.0

THE PRIVATE PLACEMENT

2.1

The Purchaser hereby confirms its subscription for and offer to purchase the Subscribed Shares, which, upon acceptance by the Issuer, will constitute a binding agreement of the Purchaser with the Issuer to purchase from the Issuer, and, on the part of the Issuer, to sell to the Purchaser, the Subscribed Shares, on and subject to the terms and conditions set out in this Agreement.

3.0

REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS OF THE Purchaser

3.1

The Purchaser hereby acknowledges, represents and warrants to, and covenants with, the Issuer as follows as at the date hereof and as at the Closing Date (unless an acknowledgement, representation, warranty or covenant speaks only in respect of a specific date, in which case, such acknowledgment, representation, warranty or covenant is provided only as of such date) and acknowledges that the Issuer and its counsel are relying on such representations and warranties in connection with the transactions contemplated herein:

(a)

the Purchaser certifies that the Purchaser, is resident in the jurisdiction set out as the “Purchaser’s Residential or Head Office Address” on pages (ii) and (iii) of this Agreement, which address is the residence or place of business of the Purchaser, and that such address was not obtained or used solely for the purpose of acquiring the Subscribed Shares;

Schedule B-3

(b)

the Subscribed Shares have not been registered under the 1933 Act or the securities laws of any state of the United States, the Subscribed Shares may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of a U.S. Person or person in the United States except pursuant to registration under the 1933 Act and the securities laws of all applicable states or available exemptions therefrom, and the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act or any state securities laws in respect of any of the Subscribed Shares;

(c)

the Purchaser acknowledges and agrees that:

(i)

the Purchaser is not a U.S. Person and is not purchasing the Subscribed Shares or the Preferred Shares or the Underlying Shares for the account or benefit of a U.S. Person or a person in the United States;

(ii)

the Purchaser acknowledges that the Subscribed Shares, the Preferred Shares and the Underlying Shares have not been registered under the 1933 Act or any applicable securities laws of any state of the United States and has no intention to distribute either directly or indirectly any of the Subscribed Shares or the Preferred Shares or the Underlying Shares in the United States, except in compliance with the 1933 Act and any applicable securities laws of any state of the United States; and

(iii)

the Purchaser is not purchasing the Subscribed Shares as the result of any “directed selling efforts” (as defined in Rule 902(c) of Regulation S), which, for greater certainty, means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on this Regulation S, and includes, but is not limited to, placing an advertisement in a publication with a general circulation in the United States that refers to the offering of securities being made in reliance upon Regulation S;

(d)

at the time the Purchaser was offered the Subscribed Shares, it was, and as of the date hereof, the Purchaser is, (i) a “qualified institutional buyer” (as defined in Rule 144A under the 1933 Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the 1933 Act), and (ii) is acquiring the Subscribed Shares only for his, her or its own account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor and (iii) not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the 1933 Act;

(e)

the Purchaser is not an entity formed for the specific purpose of acquiring the Subscribed Shares;

(f)

the Purchaser is purchasing the Subscribed Shares as principal for the Purchaser’s own account and not for the benefit of any other person, or if the Purchaser is a Portfolio Manager, then the Purchaser is purchasing the Subscribed Shares on behalf of an account fully managed by the Purchaser;

(g)

the Purchaser is purchasing the Subscribed Shares for investment only and not with a view to the resale or distribution of any of the Subscribed Shares;

(h)

if the Purchaser is a Portfolio Manager, the Portfolio Manager: (a) is an “accredited investor” as defined in NI 45-106 or section 73.3 of the Securities Act (Ontario) by virtue of falling within the category set out in paragraph (p) or (q) of the Accredited Investor Certificate (attached as Schedule D); (b) is delivering with this Agreement a completed and signed Accredited Investor Certificate (attached as Schedule D); and (c) is not a trust company or trust corporation registered under the laws of Prince Edward Island (unless the Portfolio Manager is deemed to be purchasing the Subscribed Shares as principal for the purposes of section 2.3 of NI 45-106);

Schedule B-4

(i)

the Purchaser is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which the Purchaser is resident (the “International Jurisdiction”) which would apply to the acquisition of the Subscribed Shares, if any;

(j)

the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation and has full power and authority to enter into, and perform its obligations under, this Agreement, and to do all other acts that are necessary to consummate the transactions contemplated in this Agreement; or

(k)

the entering into of this Agreement and the completion of the transactions contemplated hereby does not and will not conflict with, and does not and will not result in, a breach of any of the terms, conditions or provisions of the constating documents of the Purchaser or any agreement, instrument, to which the Purchaser is a party or by which its assets are affected;

(l)

this Agreement has been, or will be at the Closing, duly authorized by all necessary corporate action on the part of the Purchaser, and constitutes a valid obligation of the Purchaser legally binding upon it and enforceable against the Purchaser in accordance with its terms;

(m)

the Purchaser has been independently advised as to the applicable hold periods imposed in respect of the Preferred Shares or the Underlying Shares (if issued) by Canadian Applicable Securities Laws and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Underlying Shares, and is aware of the risks and other characteristics of the Subscribed Shares and of the fact that the Purchaser may not resell in Canada any Underlying Shares issued to the Purchaser for a period of four months and one day from the Closing Date except in accordance with the Applicable Securities Laws, and the Purchaser is solely responsible, and the Issuer is not responsible, for compliance with applicable resale restrictions;

(n)

if required by Applicable Securities Laws or by any securities commission, stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the transfer or issue of the Subscribed Shares as may be required;

(o)

the Purchaser acknowledges that the Subscribed Shares are highly speculative in nature and that there are significant risks associated with the purchase of the Subscribed Shares and the Purchaser has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of its investment in the Subscribed Shares, fully understands the speculative nature of the Subscribed Shares and is able to bear the economic risk of loss of its entire investment;

(p)

the Issuer may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser;

(q)

the Purchaser has not received, nor has it requested, nor does it have any need to receive, any offering memorandum or any other document from the Issuer describing the business and affairs of the Issuer, and the Purchaser has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Subscribed Shares;

(r)

in connection with the Purchaser’s subscription, the Purchaser has not relied upon the Issuer for investment, legal or tax advice, and has in all cases sought or elected not to seek the advice of the Purchaser’s own personal investment advisers, legal counsel and tax advisers and the Purchaser is able, without impairing its financial condition, to hold the Subscribed Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with its investment;

Schedule B-5

(s)

the Purchaser acknowledges that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Subscribed Shares;

(t)

the Purchaser acknowledges that the Issuer’s legal counsel are acting as counsel to the Issuer and not as counsel to the Purchaser; and

(u)

the funds representing the aggregate Subscription Price for the Subscribed Shares which will be advanced by the Purchaser hereunder are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”), and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the Purchaser’s name and other information relating to this Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Purchaser’s knowledge (i) none of the subscription funds to be provided by the Purchaser (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Purchaser, and (ii) the Purchaser shall promptly notify the Issuer if the Purchaser discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith.

3.2

The Purchaser acknowledges and agrees that the foregoing representations and warranties and any representations and warranties contained in the applicable Appendices attached hereto are made by the Purchaser with the intent that they may be relied upon in determining its eligibility as a purchaser of the Subscribed Shares under relevant securities legislation.

4.0

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER

4.1

The Issuer represents and warrants as follows to the Purchaser at the date of this Agreement and at the Closing Date (unless a representation or warranty speaks only in respect of a specified date, in which case such representation or warranty is provided only as of such date) and acknowledges and confirms that the Purchaser is relying upon such representations and warranties in connection with the offer, sale and issuance of the Subscribed Shares to the Purchaser:

(a)

the Issuer is a valid and subsisting company duly continued and in good standing under the laws of the Province of British Columbia;

(b)

the Issuer has full corporate power and capacity to enter into and perform this Agreement and to do all other acts which are necessary to consummate the transactions contemplated in the Agreement;

(c)

the authorized share structure of the Issuer consists of an unlimited number of Common Shares and all issued Common Shares have been validly issued and are outstanding as fully paid and non-assessable;

(d)

there are no claims, actions, suits, proceedings, investigations, arbitrations, audits, grievances, assessments or reassessments in existence or pending or, to the knowledge of the Issuer, threatened, affecting or that would reasonably be expected to affect the Issuer or its subsidiaries or any of its properties or assets at law or in equity or before or by any court or governmental authority which claim, action, suit, proceeding, investigation, arbitration, audit, grievance, assessment or reassessment involves a reasonable possibility of any judgment against or liability of the Issuer or any of its subsidiaries which would reasonably be expected not to have a material adverse effect on the Issuer and its subsidiaries (taken as a whole);

Schedule B-6

(e)

the Issuer is in compliance with all Applicable Securities Laws in the United States and Canada, and its Common Shares are listed and posted for trading on the Nasdaq. The Issuer is not in default of any requirements of any Applicable Securities Laws in the United States or Canada, or any rules or regulations of, or agreement with, the Nasdaq. The documents and information comprising the Public Record did not at the respective times they were filed with the relevant securities regulatory authorities, contain any misrepresentation, unless such document or information was subsequently corrected or superseded in the Public Record prior to the date hereof; and all material facts regarding the issuer are disclosed in the Public Record;

(f)

no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer or its directors, officers or promoters or to any companies that have common directors, officers or promoters and, to the knowledge of the Issuer, no investigations or proceedings for such purposes are pending or threatened;

(g)

the Issuer has complied and will fully comply with the requirements of applicable securities and corporate legislation in respect of the Offering;

(h)

the issuance and sale of the Subscribed Shares and the completion of the other transactions contemplated by this Agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions, or provisions of the constating documents of the Issuer or any agreement or instrument to which the Issuer is a party or by which its assets are affected;

(i)

this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer, and constitutes a valid obligation of the Issuer legally binding upon it and enforceable against the Issuer in accordance with its terms;

(j)

the Subscribed Shares will, at the time of issue, be validly issued and will be free of all liens, charges and encumbrances;

(k)

the annual and interim financial statements of the Issuer filed by or on behalf of the Issuer on EDGAR, in compliance, or intended compliance, with any Applicable Securities Laws, were prepared in accordance with U.S. generally accepted accounting principles (consistently applied) (“GAAP”), and present fairly in accordance with GAAP the consolidated financial position, results of operations and changes in financial position of the Issuer on a consolidated basis as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). Except as set out in such financial statements, the Issuer is not a party to any “off-balance sheet arrangements” as such term is defined under GAAP;

(l)

except as set out in the Public Record on or prior to the date hereof, none of the Issuer or its subsidiaries has any liabilities of any nature (matured or unmatured, fixed or contingent), other than:

(i)

those set forth or adequately provided for in the most recent statement of financial position and associated notes thereto included in the financial statements of the Issuer filed on EDGAR (the “Balance Sheet”);

(ii)

those incurred in the ordinary course of business and not required to be set forth in the Balance Sheet under GAAP;

(iii)

those incurred in the ordinary course of business since the date of Balance Sheet and consistent with past practice; and

(iv)

those incurred in connection with the execution of this Agreement;

(m)

except as set out in the Public Record on or prior to the date hereof:

(i)

the Issuer and its subsidiaries has conducted its business only in the ordinary course of business substantially consistent with past practice;

Schedule B-7

(ii)

no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to the Issuer has been incurred other than in the ordinary course of business;

(iii)

the Issuer has not incurred or suffered a material adverse change; and

(iv)

there have been no facts, transactions, events or occurrences which would have a material adverse effect on the Issuer and its subsidiaries (taken as a whole);

(n)

the Issuer and its subsidiaries are not in violation of any applicable Laws. The operations and business of Issuer is and has been carried out in compliance with and not in violation of any applicable Laws. The Issuer is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under any contract or licence to which the Issuer or any of its subsidiaries is a party or by which any of them is bound which would, if terminated or upon exercise of a right made available to a third party solely by a reason of such a default due to such default, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Issuer;

(o)

None of the Issuer or its subsidiaries has, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada), the PCMLTFA, the Foreign Corrupt Practice Act of 1977 (United States) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to any of the Issuer or its subsidiaries and its operations and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; and

(p)

the Issuer has not retained nor will it retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby.

4.2

The Issuer hereby covenants and agrees to promptly comply with all filing and other requirements under all Applicable Securities Laws.

4.3

The Issuer hereby covenants and agrees to register the Subscribed Common Shares by filing a Form S-1 with the United States Securities Exchange Commission as soon as practically possible, but no later than 90 days following the Closing Date.

4.4

The Issuer hereby covenants and agrees to either file a non-offering prospectus in Ontario within 120 calendar days of the Closing Date and take such other steps as may be required to become a reporting issuer in Ontario.

5.0

LEGEND

5.1

The Purchaser acknowledges that the certificates (and any replacement certificates) or ownership statements issued under a direct registration system or other electronic book-entry system, as the case may be, representing the Subscribed Shares will bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) THE CLOSING DATE AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY”.

Schedule B-8

6.0

CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

6.1

The obligation of the Purchaser to complete the transactions contemplated by this Agreement including the acquisition of the Subcribed Shares on the Closing Date, is subject to the following conditions being satisfied in full on or before the Closing Date, which conditions are for the exclusive benefit of the Purchaser, and which may be waived, in whole or in part, by the Purchaser, in its sole and absolute discretion:

(a)

the Issuer will have taken all requisite actions, including the passing of all requisite resolutions of the directors and shareholders of Issuer (including the Shareholder Approval) and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Authorities, required in connection with the execution and delivery of this Agreement, and the issuance and delivery of the Subscribed Shares to the Purchaser, as contemplated by this Agreement.

(b)

the Purchaser will have received a legal opinion dated as of the Closing Date from Canadian counsel to the Issuer in form and substance satisfactory to the Purchaser, acting reasonably.

(c)

the Purchaser will have received on the Closing Date, a certificate or certificates dated as of the Closing Date, and signed on behalf of the Issuer by two senior officers of the Issuer, in form and content satisfactory to the Purchaser, acting reasonably, addressed to the Purchaser certifying for and on behalf of the Purchaser (and without personal liability) after having made due enquiry, with respect to the following matters:

(i)

its constating documents;

(ii)

the resolutions of its board of directors relevant to the approval of the issue and sale of the Subscribed Shares and the authorization of this Agreement and the other documents and transactions contemplated herein and therein;

(iii)

there being no action or proceeding in progress, or, to the knowledge of the Issuer, pending or threatened, by or before any Governmental Authority in any jurisdiction, to enjoin, restrict or prohibit the issuance of the Subscribed Shares pursuant to this agreement or suspending or ceasing the trading of any securities of the Issuer;

(iv)

the Issuer has duly performed or complied in all material respects with all of the terms, conditions and covenants of this agreement on its part to be complied with or to be satisfied by it as of the Closing Date;

(v)

that the representations and warranties of the Issuer contained in this Agreement are true and correct in all material respects as of the Closing Date (except for such representations and warranties expressly stated to relate to an earlier date, in which case, as of such earlier date), with the same force and effect as if made at and as of the Closing Date, except for such representations and warranties which are stated to be qualified as to materiality, in which case such representations and warranties will be true and correct in all respects as of the Closing Date; and

(vi)

and all such matters will in fact be true and correct as of the Closing Date.

(d)

The Shareholder Approval shall have been obtained.

(e)

The Issuer shall have executed and delivered to the Purchaser an agreement, in form and substance satisfactory to the Purchaser, providing for (i) registration rights in favour of the Purchaser consistent with sections 4.3 and 4.4 hereof, and (ii) pre-emptive rights, substantively consistent with section 9 hereof.

Schedule B-9

(f)

The Subscribed Shares issuable pursuant to this Agreement, when issued and delivered, shall be duly authorized and validly issued, fully paid and non-assessable shares in the authorized share structure of the Issuer.

(g)

All material filings under Applicable Securities Laws that are required for the implementation of the sale of the Subscribed Shares, and the consummation of the transactions contemplated hereby, shall have been made.

(h)

The Susbcribed Common Shares to be issued pursuant to this agreement shall have been approved for listing on the Nasdaq, subject only to customary post-closing conditions.

(i)

There shall not have occurred, after the date hereof, a material adverse effect with respect to the Issuer.

6.2

The Issuer agrees that it will use commercially reasonable efforts to cause the conditions set forth in this Section 6 to be satisfied.

7.0

CLOSING

7.1

Subject to receipt of all completed documentation and the Issuer’s receipt of Shareholder Approval, the Closing will take place at the offices of the Issuer on the Closing Date.

7.2

The Purchaser acknowledges that the sale and issuance of Subscribed Shares as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing, which conditions are for the exclusive benefit of the Issuer and may be waived, in whole or in part, by the Issuer in its sole discretion:

(a)

this Agreement duly completed and executed by the Purchaser;

(b)

the Purchaser’s representations and warranties under this Agreement having been true and correct in all material respects as of, as applicable, the date hereof and as of Closing; and

(c)

payment of the Subscription Proceeds hereunder by way of wire transfer, certified cheque, bank draft or other method of payment acceptable to the Issuer.

7.3

Subject to receipt of all completed documentation in accordance with subsection 7.2 above, at the Closing, the Issuer will deliver to the Purchaser definitive certificates or ownership statements issued under a direct registration system or other electronic book-entry system, representing the amount of Subscribed Shares registered in the name of the Purchaser or in such other name as set forth under “Registration Instructions” on page iii of this Agreement.

7.4

Upon the Closing, the Issuer is irrevocably entitled to the Subscription Proceeds, subject to the rights of the Purchaser under this Agreement and any applicable laws.

8.0

Hold Period and Resale Restrictions

8.1

The Purchaser understands and hereby acknowledges that the Subscribed Shares will be subject to certain resale restrictions in Canada imposed under Applicable Securities Laws and the rules of regulatory bodies having jurisdiction including, without limiting the generality of the foregoing, the requirement that the Subscribed Shares may not be traded in Canada before the date that is four months and a day after the date the Company became a reporting issuer in Canada, and the Purchaser agrees to comply with such restrictions.

Schedule B-10

8.2

The Purchaser acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and the Issuer is not in any manner responsible) for complying with such restrictions.

9.0

participation right

9.1

In the event that the Issuer commences a public offering or private placement (each, a “Proposed Offering”) of Common Shares or securities exchangeable for or convertible into Common Shares (“Equity Securities”), the Investor shall have the right (the “Participation Right”) to subscribe for such number of Equity Securities under the Proposed Offering that would allow the Purchaser to maintain the Purchaser’s Percentage at the time of the Proposed Offering all on the same terms and conditions as offered to other potential subscribers and in compliance with Section 9.2, to maintain the Purchaser’s Percentage, on a partially-diluted basis (taking into account any share purchase warrants and other convertible securities issued to the Purchaser as part of any Proposed Offering). For greater certainty, the term “Proposed Offering” shall exclude (i) the granting of stock options, deferred share units, restricted share units, bonus shares, or other Equity Securities under any security based compensation arrangement of the Issuer, and (ii) the issuance of any Common Shares on the exercise of any convertible securities of the Issuer that are outstanding as of the date hereof.

9.2

For so long as the Participation Right continues to be in effect, and in the event that the Issuer proposes a Proposed Offering, the Issuer shall deliver copies of all documents and other materials delivered by the Issuer (or any agent of the Issuer) to potential subscribers or purchasers and a notice to the Purchaser in writing (the “Financing Notice”) specifying:

(a)

as of the date thereof, the total number of outstanding Common Shares;

(b)

the total number and type of Equity Securities which are being offered;

(c)

the rights, privileges, restrictions, terms and conditions of such Equity Securities;

(d)

the consideration for which such Equity Securities are being offered under the Proposed Offering; and

(e)

the proposed closing date of the Proposed Offering.

9.3

The Purchaser shall have the option by written notice given to the Issuer (a “Financing Subscription Notice”), to subscribe for up to that number of Equity Securities being offered for sale (as described in the Financing Notice) for the consideration set forth in the Financing Notice such that its Pro Rata Interest after giving effect to the Proposed Offering and the Purchaser’s participation therein shall be no less than its Pro Rata Interest immediately prior to the Proposed Offering. In the Financing Subscription Notice, the Purchaser shall specify the number of Equity Securities actually beneficially owned, directly or indirectly, by it as at the date of the Financing Notice and the number of Equity Securities for which the Purchaser is subscribing. The right to subscribe is exercisable by the Purchaser for a period of five Business Days from the date the Financing Notice is delivered, provided that such period shall be reduced to 48 hours in the case of a ‘bought deal’ financing proposal by the Issuer where the Issuer has entered into a binding commitment with one or more underwriters to purchase Equity Securities for resale by means of a short form prospectus to be filed with the applicable securities regulatory authorities and, in such event, any Equity Securities subscribed for by the Purchaser shall be issued by the Company on a private placement basis.

9.4

If the Purchaser fails to deliver a Financing Subscription Notice within the period identified in Section 9.3 or waives its rights hereunder following receipt of a Financing Notice, then any rights which the Purchaser may have had to subscribe for any of the Equity Securities covered by that specific Financing Notice shall be extinguished, provided that the Issuer shall not then complete a Proposed Offering for less consideration per Equity Security or otherwise on more favourable terms to the subscribers or purchasers without first providing the Purchaser with an amended Financing Notice, in which case Sections 9.2 and 9.3 shall apply again.

Schedule B-11

9.5

The Purchaser agrees that, if required by Applicable Securities Laws, securities regulatory authorities or stock exchanges, the Purchaser shall execute and deliver any report, undertaking or other documents with respect to the issue of Equity Securities to it contemplated hereunder as may be required.

9.6

If, in the case of a Proposed Offering, the Purchaser does not exercise its associated Participation Right in full and the Pro Rata Interest of the Purchaser falls below 1% of the issued and outstanding Common Shares, the Purchaser shall cease to have any rights and obligations under this Section 9.0 from such point forward and this Agreement shall terminate at such time.

10.0

USE OF PERSONAL INFORMATION

10.1

The Purchaser acknowledges and consents to the fact the Issuer is collecting the Purchaser’s personal information for the purpose of completing the Purchaser’s subscription. The Purchaser acknowledges and consents to the Issuer retaining the personal information for as long as permitted or required by applicable law or business practices. The Purchaser further acknowledges and consents to the fact the Issuer may be required by applicable securities laws and stock exchange rules to provide regulatory authorities any personal information provided by the Purchaser respecting itself.

10.2

The Purchaser acknowledges that the Commission may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction of the Commission. For questions about the collection of Personal Information by the Commission, the Purchaser may contact the Inquiries Officer at the Commission at 20 Queen Street West, 22^nd Floor, Toronto, Ontario, M5H 3S8; Tel: 416-593-8314; Toll free in Canada: 1-877-785-1555; Facsimile: 416-593-8122; Email: exemptmarketfilings@osc.gov.on.ca.

10.3

The Issuer may file a report of trade with the Commission containing personal information about the Purchaser. This report of trade will include the full legal name, residential address, telephone number and email address of the Purchaser, the amount of Subscribed Shares purchased, the total purchase price paid for such Subscribed Shares, the date of the Closing and specific details of the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase, including how the Purchaser qualifies for such exemption. This information is collected indirectly by the securities regulatory authority or regulator in the applicable jurisdiction under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation of such jurisdiction. In Ontario, this information is collected indirectly by the Commission. The Purchaser may contact the Inquiries Officer at the Commission at 20 Queen Street West, 22^nd Floor, Toronto, Ontario, M5H 3S8; Tel: 416-593-8314; Toll free in Canada: 1-877-785-1555; Facsimile: 416-593-8122; Email: exemptmarketfilings@osc.gov.on.ca for more information regarding the indirect collection of such information by the Commission. By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Agreement by the Commission and consents to the disclosure of such information to the public through (i) the filing of a report of trade with the Commission.

10.4

Herein, “Personal Information” means any information about an identifiable individual and includes information provided by the Purchaser pursuant to this Agreement.

11.0

Further Assurances

11.1

The parties hereto each covenant and agree to execute and deliver such further agreements, documents and writings and provide such further assurances as may reasonably be required by the parties to give effect to this Agreement and without limiting the generality of the foregoing to do all acts and things, execute and deliver all documents, agreements and writings and provide such assurances, undertakings and information as may be required from time to time by all regulatory or governmental bodies or stock exchanges having jurisdiction over the Issuer’s affairs or as may be required from time to time under the Applicable Securities Laws, and any other applicable law and the rules and bylaws of the Exchange.

Schedule B-12

12.0

MISCELLANEOUS

12.1

The Purchaser consents to the filing of such documents and any other documents as may be required to be filed with the Commission in connection with the Offering.

12.2

This Agreement, which includes any interest granted or right arising under this Agreement, may not be assigned or transferred.

12.3

Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the Subscribed Shares and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else.

12.4

The Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of this Agreement and any other appendices, exhibits, schedules, forms, certificates or documents executed by the Purchaser and delivered to the Issuer in connection with the Private Placement.

12.5

This Agreement enures to the benefit of and is binding upon the parties and, as the case may be, their respective heirs, executors, administrators and successors.

12.6

Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently given if delivered personally, or transmitted by facsimile or electronic mail to the party, as follows:

(a)

in the case of the Issuer, to:

New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario, K9V 4R1
Canada

Attention:

Brian Merker

Email:

brian.merker@horizonaircraft.com

(b)

in the case of the Purchaser, to the address of the Purchaser set out on page (ii) of this Agreement.

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a business day then the notice, direction or other instrument shall be deemed to have been given and received on the first business day next following such day, and if transmitted by fax or electronic mail, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a business day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first business day next following the day of such transmission. Any party hereto may change its address for service from time to time by notice given to each of the other parties hereto in accordance with the foregoing provisions.

12.7

The contract arising out of this Agreement and all documents relating thereto, have been or will be drafted in English only by common accord among the parties. Le soussigné reconnaît par les présentes qu’il a exigé que le contrat résultant de cette convention de souscription ainsi que tous documents y afférents soient rédigés en langue anglaise seulement.

12.8

This Agreement may be signed digitally or by other electronic means, which signature shall be deemed to be an original and shall be deemed to have the same legal effect and validity as an agreement bearing an original signature. This Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Issuer and the Purchaser will be entitled to rely on delivery by facsimile machine, computer scanner or other electronic transmission of an executed copy of this Agreement.

12.9

The Purchaser and the Issuer acknowledge and agree that sections 3.2, 8.0, 9.0 and 11.0 of this Agreement shall survive the Closing.

Schedule B-13

SCHEDULE “C”
SPECIAL RIGHTS AND RESTRICTIONS FOR PREFERRED SHARES

Schedule C-1

SCHEDULE “D”
ACCREDITED INVESTOR CERTIFICATE

{This Schedule D must be completed if the Subscriber is a Portfolio Manager, or if the Subscriber is subscribing under the “accredited investor” exemption.}

Accredited Investor Certificate

TO:

New Horizon Aircraft Ltd. (the “Company”)

The Subscriber represents and warrants to the Company that:

the Subscriber is an “accredited investor” as defined in NI 45-106 or section 73.3 of the Securities Act (Ontario), on the basis that the Subscriber fits within the category of accredited investor which the Subscriber has indicated below; and

the Subscriber was not created and is not being used solely to purchase or hold securities as an accredited investor described in paragraph (m) below.

The Subscriber represents and warrants that the Subscriber is: {please initial the applicable item, complete the relevant information and sign this certificate}

_____ (a)

a Schedule I, II or III bank, or a Canadian financial institution

_____ (b)

the Business Development Bank of Canada

_____ (c)

a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary

_____ (d)

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer

_____ (e)

an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d)

_____ (e.1)

an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador)

_____ (f)

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada

_____ (g)

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec

_____ (h)

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government

_____ (i)

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada

_____ (j)

an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000

{Note: Financial assets include cash and securities, but do not include a personal residence – see the definition of “financial assets” later in this certificate. Financial assets are generally liquid or relatively easy to liquidate. You must subtract any liabilities related to your financial assets to calculate your net financial assets—see the definition of “related liabilities”. Financial assets held in a group RRSP under which you do not have the ability to acquire the financial assets and deal with them directly are not considered to be beneficially owned by you. If you meet the higher financial asset threshold set out in paragraph (j.1), then initial paragraph (j.1) instead of this paragraph (j).}

_____ (j.1)

an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000

{Note: The financial assets of your spouse (including financial assets in a spousal RRSP) cannot be included in the calculation of net financial assets under this paragraph (j.1).}

_____ (k)

an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year

_____ (l)

an individual who, either alone or with a spouse, has net assets of at least $5,000,000

{Note: To calculate net assets, take the value of your total assets (which may include a personal residence) and subtract your total liabilities (which may include a mortgage). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the subscription.}

_____ (m)

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements

_____ (n)

an investment fund that distributes or has distributed its securities only to:

(i)

a person that is or was an accredited investor at the time of the distribution;

(ii)

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 (Minimum amount investment), or 2.19 (Additional investment in investment funds) of NI 45-106; or

(iii)

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment fund reinvestment) of NI 45-106

_____ (o)

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt

_____ (p)

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be

Schedule D to Subscription Agreement –Accredited Investor Certificate

Page 2 of 6

_____ (q)

a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction

_____ (r)

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded

_____ (s)

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function

_____ (t)

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors

{Note: If you have initialled this paragraph (t), name each owner of an interest, and indicate the category of accredited investor into which that person fits (by reference to the paragraph numbers in this Schedule D). If a person named below is a director required by law to own a voting security, and that person is not an accredited investor, indicate “director” under Category.}

Name		Category

_____ (u)

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser

_____ (v)

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor

_____ (w)

a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse

{Note: If you have initialled this paragraph (w), name the person who established the trust and each trustee, and indicate the category of accredited investor into which that person fits (by reference to the paragraph numbers in this Schedule D). If a person named below is not an accredited investor, indicate “N/A” under Category.}

	Name	Category
Person who established trust:
Trustee:
Trustee:
Trustee:

Schedule D to Subscription Agreement –Accredited Investor Certificate

Page 3 of 6

Name of Subscriber:
Signature of Subscriber (or authorized signatory/agent on behalf of Subscriber):
Name and official capacity or title of authorized signatory/agent, if applicable:	,
Date:

As used in this certificate, the following terms have the following meanings.

“Canadian financial institution” means:

(a)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; and

(b)

in Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be; and

(c)

outside of Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

“eligibility adviser” means:

(a)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

(b)

in Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

(i)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and

(ii)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.

Schedule D to Subscription Agreement –Accredited Investor Certificate

Page 4 of 6

“executive officer” means, for an issuer, an individual who is:

(a)

a chair, vice-chair or president;

(b)

a vice-president in charge of a principal business unit, division or function including sales, finance or production; or

(c)

performing a policy-making function in respect of the issuer.

“financial assets” means:

(a)

cash;

(b)

securities; or

(c)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada.

“founder” means, in respect of an issuer, a person who:

(a)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and

(b)

at the time of the distribution or trade is actively involved in the business of the issuer.

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure and means a mutual fund or a non-redeemable investment fund.

“jurisdiction of Canada” means a province or territory of Canada.

“non-redeemable investment fund” means an issuer:

(a)

whose primary purpose is to invest money provided by its securityholders;

(b)

that does not invest:

(i)

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or

(ii)

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund; and

(c)

that is not a mutual fund.

Schedule D to Subscription Agreement –Accredited Investor Certificate

Page 5 of 6

“person” includes:

(a)

an individual;

(b)

a corporation;

(c)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

“related liabilities” means:

(a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(b)

liabilities that are secured by financial assets.

“spouse” means an individual who:

(a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

(b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

(c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Schedule D to Subscription Agreement –Accredited Investor Certificate

Page 6 of 6

Exhibit 99.1

Horizon Aircraft Secures $8.4 Million Strategic Investment

~ Deepens Investor’s Dedication to Horizon Aircraft Supporting Continued Operations and Development ~

Toronto, Canada, December 20, 2024 (GLOBE NEWSWIRE) – New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a leading hybrid electric Vertical TakeOff and Landing (“eVTOL”) aircraft developer, announced today it has received an investment from a strategic investor (the “Investor”) and aerospace supporter, for aggregate proceeds of $8.4 million (the “Investment”). The strategic financing will fortify Horizon Aircraft’s balance sheet, provide stability in the operations, governance and regulatory priorities, and fund further development and flight testing of its hybrid eVTOL, the Cavorite X7.

Brandon Robinson, Chief Executive Officer and Co-Founder of Horizon Aircraft commented, “We are deeply appreciative for this second investment from our strategic partner. The principle’s continued support through this second tranche of funding provides our business with a solid working capital position in support of our initiatives. With this commitment Horizon Aircraft is on solid footing, and our focus is on the development of our full-scale hybrid eVTOL.”

Under the terms of the Investment, the Investor will receive an aggregate $2.1 million in Horizon Class A ordinary shares totaling 4,166,667 shares offered at $0.50 CAD per share to be issued from treasury (the “Common Shares”). Additionally, the Investor will exchange $6.3 million for 4,500 preferred shares to be issued from treasury (the “Preferred Shares”), each will be convertible to Common Shares at a price of $0.63 CAD per share for a period of five (5) years. The Preferred Shares shall have a priority liquidation preference over the Common Shares. The Company shall register the Common Shares with the United States Securities and Exchange Commission as soon as practically possible, but no later than 90 calendar days from filing.

About Horizon Aircraft

Horizon Aircraft (NASDAQ: HOVR) is an advanced aerospace engineering company that is developing one of the world’s first hybrid eVTOL that is to be able to fly most of its mission exactly like a normal aircraft while offering industry-leading speed, range, and operational utility. Horizon’s unique designs put the mission first and prioritize safety, performance, and utility. Horizon hopes to successfully complete testing and certification of its Cavorite X7 eVTOL quickly and then enter the market and service a broad spectrum of early use cases. Visit www.horizonaircraft.com for more information.

Forward-Looking Statements

The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) changes in the markets in which Horizon competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that Horizon will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the ability of the parties to recognize the benefits of the business combination agreement and the business combination; (iv) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (v) statements regarding Horizon’s industry and market size; (vi) financial condition and performance of Horizon, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Horizon; (vii) Horizon’s ability to develop, certify, and manufacture an aircraft that meets its performance expectations; (viii) successful completion of testing and certification of Horizon’s Cavorite X7 eVTOL; (ix) the targeted future production of Horizon’s Cavorite X7 aircraft; and (x) those factors discussed in our filings with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties described and to be described in New Horizon’s public filings with the Securities and Exchange Comission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while Horizon may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Horizon does not give any assurance that Horizon will achieve its expectations.

Contacts

Horizon Aircraft Inquiries (PR):
Phil Anderson
Phone: +44 (0)7767 491 519
Phil@perceptiona.com

Investor Contacts:

Shannon Devine and Rory Rumore

MZ Group

Phone: (203) 741-8841

HorizonAircraft@mzgroup.us

Cover	Dec. 17, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 17, 2024
Current Fiscal Year End Date	--05-31
Entity File Number	001-41607
Entity Registrant Name	NEW HORIZON AIRCRAFT LTD.
Entity Central Index Key	0001930021
Entity Tax Identification Number	98-1786743
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	3187 Highway 35
Entity Address, City or Town	Lindsay
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	K9V 4R1
City Area Code	613
Local Phone Number	866-1935
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Ordinary Share, no par value
Title of 12(b) Security	Class A Ordinary Share, no par value
Trading Symbol	HOVR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	HOVRW
Security Exchange Name	NASDAQ

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