Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the closing of the Offering, the Company entered into a
Warrant Indenture dated
The Warrant Indenture provides for the creation of the Warrants underlying the Units.
The Warrant Indenture sets forth the exercise terms of the Warrants, the mechanics for the exercise of the Warrants, and the mechanics for issuance of the Warrant Shares. The Warrant Indenture further sets forth the rights of each Warrant holder in respect to the Warrants.
The Warrant Indenture contains customary representations, warranties, and indemnification provisions.
As compensation in connection to the Offering, the Company paid the Underwriters
cash compensation equal to 5.0% of the aggregate gross proceeds of the Offering
and issued to the Underwriters 336,257 common stock purchase warrants (the
"Compensation Warrants"). Each Compensation Warrant is exercisable for one share
of common stock (each, a "Compensation Warrant Share") for a period of 12 months
following the closing of the Offering at a price of Cdn.
Copies of the Warrant Indenture, and Compensation Warrant are filed hereto as
Exhibits 4.1, and 4.2, respectively. The foregoing descriptions of the terms of
the Warrant Indenture and Compensation Warrants do not purport to be complete
and are subject to and qualified in their entirety by reference to such
exhibits. Copies of the opinion of
Item 7.01 Regulation FD Disclosure.
On
The information furnished under this Item 7.01, including the press release, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit Description 4.1 Form of Warrant Indenture 4.2 Form of Compensation Warrant Certificate 5.1 Opinion ofDorsey & Whitney LLP 5.2 Opinion ofCassels Brock & Blackwell LLP 23.1 Consent ofDorsey & Whitney LLP (contained in Exhibit 5.1) 23.2 Consent ofCassels Brock & Blackwell LLP (contained in Exhibit 5.2) 99.1 Press Release, DatedJanuary 20, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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