(q) Financial Statements. The financial statements together with the related notes
thereto included or incorporated by reference in each of the Registration Statement, the Canadian Prospectus, and the U.S. Prospectus, comply in all material respects with the applicable requirements of the securities laws applicable in the
Qualifying Provinces and present fairly the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements
have been prepared in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods covered thereby.
(r) Independent Accountants. Deloitte LLP, who have expressed their opinion with respect to the Companys audited financial
statements incorporated by reference in the Canadian Final Supplement, the U.S. Final Supplement, the Disclosure Package and the Registration Statement, are independent public accountants as required by the Securities Act and the Exchange Act and
are independent auditors as required by the Canada Business Corporations Act and the regulations thereunder, together with applicable Canadian securities laws.
(s) Capitalization. All the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction
on voting or transfer (except as may be set out in the documents of each Subsidiary) or any other claim of any third party, in each case, except (i) as otherwise described in the Registration Statement, the Canadian Prospectus, and the U.S.
Prospectus or (ii) as would not result in a Material Adverse Change.
(t) No Stabilization. The Company and the
Guarantor have not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.
(u) Company Not an Investment Company. The Company has been advised of the rules and requirements under the Investment Company Act of
1940, as amended, and the rules and regulations promulgated thereunder (the Investment Company Act). The Company is not, nor will be, after receipt of payment for the Securities and the application of the proceeds thereof as
contemplated under the caption Use of Proceeds in the Disclosure Package and the Final Prospectuses, required to register as an investment company within the meaning of the Investment Company Act.
(v) No Unlawful Contributions or Other Payments. None of the Company or any of its subsidiaries or, to the Companys knowledge,
any director, officer, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as
amended, and the rules and regulations thereunder (the FCPA), the Corruption of Foreign Public Officials Act (Canada) (the CFPOA) or other applicable anti-corruption law, including, without
limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the
FCPA, the CFPOA or other applicable anti-corruption law and the Company and its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA, the CFPOA and other applicable
anti-corruption law and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
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