No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Uranium Participation Corporation at 1100-40 University Avenue Toronto, Ontario M5J 1T1 (telephone 416.979.1991), and are also available electronically at www.sedar.com. See Documents Incorporated by Reference. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 1933 Act ) or any state securities laws and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) except pursuant to an exemption from the registration requirements of those laws. See Plan of Distribution. This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada, other than Québec, that permits certain information about these securities to be determined after the prospectus has become final and that permits the omission of that information from this prospectus. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. SHORT FORM BASE SHELF PROSPECTUS New Issue December 9, 2016 URANIUM PARTICIPATION CORPORATION Common Shares Warrants Units $200,000,000 Uranium Participation Corporation ( Uranium Participation Corp. or the Corporation ) may offer and sell from time to time, common shares (the Common Shares ), common share purchase warrants (the Warrants ) or units (the Units ) comprised of Common Shares and Warrants (all of the foregoing, collectively, the Securities ) or any combination thereof up to an aggregate of $200,000,000 during the 25 month period that this short form base shelf prospectus (the Prospectus ), including any amendments thereto, remains effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a Prospectus Supplement ). The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price, the dividend rate, if any, and any other terms specific to the Common Shares being offered; (ii) in the case of Warrants, the designation, the number and terms of the Common Shares issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise and any other terms specific to the Warrants being offered; and (iii) in the case of Units, the designation, the number and terms of the Common Shares and Warrants issuable upon exercise of or comprising the Units and any other terms specific to the Units being offered. Where required by
- 2 - statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. All information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. This Prospectus constitutes a public offering of these Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may offer and sell Securities to, or through, underwriters or dealers and may also offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered pursuant to this Prospectus will set forth the names of any underwriters, dealers or agents involved in the offering and sale of such Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. There is currently no market through which the Securities, other than Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities, other than Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. See Risk Factors. The outstanding Common Shares of the Corporation are listed and posted for trading on the Toronto Stock Exchange (the TSX ) under the symbol U. On December 8, 2016, the last trading day of the Common Shares prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $3.81. Unless otherwise specified in the applicable Prospectus Supplement, no Securities, other than the Common Shares, will be listed on any securities exchange. No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus. An investment in the Securities is highly speculative due to various factors, including the nature of the Corporation s business and should only be made by persons who can afford the total loss of their investment. Prospective investors should consider the risk factors described under Risk Factors in this Prospectus and in the Corporation s Annual Information Form (as defined herein) which is available under the Corporation s profile on the System for Electronic Document Analysis and Retrieval ( SEDAR ) at www.sedar.com, before purchasing the Securities. Prospective investors should be aware that the acquisition of the Securities described herein may have tax consequences in Canada. Prospective investors should read the tax discussion contained in this Prospectus under the headings Canadian Federal Income Tax Considerations as well as the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities. The Corporation s registered and head office is located at 1100-40 University Avenue Toronto, Ontario, M5J 1T1. Thomas Hayslett and Ganpat Mani, each being directors of the Corporation, reside outside of Canada, and have appointed Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, ON M5H 3C2 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
- 3 - TABLE OF CONTENTS ABOUT THIS PROSPECTUS... 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION... 4 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION... 4 DOCUMENTS INCORPORATED BY REFERENCE... 4 THE CORPORATION... 6 RECENT DEVELOPMENTS... 6 CONSOLIDATED CAPITALIZATION... 6 USE OF PROCEEDS... 7 PLAN OF DISTRIBUTION... 7 DESCRIPTION OF COMMON SHARES... 8 DESCRIPTION OF WARRANTS... 8 DESCRIPTION OF UNITS... 9 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS... 10 ELIGIBILITY FOR INVESTMENT... 13 PRIOR SALES... 14 TRADING PRICE AND VOLUME... 14 RISK FACTORS... 15 AUDITORS, TRANSFER AGENT AND REGISTRAR... 18 LEGAL MATTERS... 18 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION... 19 CERTIFICATE OF THE CORPORATION... C-1 Page ABOUT THIS PROSPECTUS Investors should rely only on the information contained or incorporated by reference in this Prospectus. The Corporation has not authorized anyone to provide investors with different information. The Corporation is not making an offer of the Securities in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date other than the date on the front of those documents. Unless the context otherwise requires, references in this Prospectus and any Prospectus Supplement to Uranium Participation Corp. or the Corporation include Uranium Participation Corporation and its subsidiary, Uranium Participation Bermuda Limited ( UPBL ).
- 4 - CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Prospectus (including the documents incorporated by reference herein) contains certain forward- looking statements and forward-looking information which may include, but is not limited to statements with respect to: the future financial or operating performances of the Corporation and its subsidiary; activities and intentions for the Corporation s investments in uranium and its uranium holdings; the future price of uranium; the availability of and terms relating to future financing options; the impact of changing tax rates; anticipated storage facilities for the Corporation s uranium; global uranium supply (primary and secondary) and demand; government regulation of uranium operations (including production, handling and storage of uranium); and the limitations of insurance coverage. Forward-looking statements generally can be identified by the use of forward-looking terminology such as may, will, expect, intend, estimate, anticipate, plan, should, believes, or continue or variations (including negative variations) or similar terminology. By their very nature, forward-looking statements involve numerous factors, assumptions and estimates. A variety of factors, many of which are beyond the control of the Corporation, may cause actual results to differ materially from the expectations expressed in the forward-looking statement. These factors include, but are not limited to risks related to: uranium price volatility from demand and supply factors; public acceptance of nuclear energy and competition from other energy sources; impact of global economic conditions; foreign exchange rates; uranium storage facilities, uranium lending; the lack of public market for uranium; industry competition for the supply of uranium; the lack of operational liquidity; the lack of investment liquidity; the Corporation s net asset value; the market price and the liquidity of the Common Shares; the Corporation s reliance on its board of directors (the Board ) and the Manager (as defined herein); resignation of the Manager; conflicts of interest; regulatory changes; and the Corporation s disclosure and internal controls. The Corporation may note additional factors elsewhere in this Prospectus or in a Prospectus Supplement and in any document incorporated by reference into this Prospectus. See Risk Factors for a further description of the principal risks to the Corporation. These and other factors should be considered carefully, and readers are cautioned not to place undue reliance on these forward-looking statements. Although management reviews the reasonableness of its assumptions and estimates, unusual and unanticipated events may occur which render them inaccurate. Under such circumstances, future performance may differ materially from those expressed or implied by the forward-looking statements. Except where required under applicable securities legislation, the Corporation does not undertake to update any forward-looking information or statements. You should rely only on the information contained or incorporated by reference in this Prospectus. The Corporation has not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Corporation is not making an offer to sell the Securities in any jurisdiction where the offer or sale is not permitted. The information in this Prospectus may only be accurate as of the date on the front cover of this Prospectus. CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION The financial statements of the Corporation incorporated by reference in this Prospectus Supplement have been prepared in accordance with IFRS and are reported in Canadian dollars. All monetary amounts used in this Prospectus and any Prospectus Supplement are or will be stated in Canadian dollars, unless otherwise indicated. References to $ are to Canadian dollars and references to US$ are to United States currency. The noon rate of exchange reported by the Bank of Canada for the conversion of Canadian dollars to United States dollars on December 8, 2016 was $1.00 = US$0.7564 (US$1.00 = $1.3221). DOCUMENTS INCORPORATED BY REFERENCE Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Québec. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Uranium Participation Corporation at 1100-40 University Avenue Toronto, Ontario M5J 1T1 (telephone 416.979.1991). These documents are also available through the Internet on SEDAR, which can be accessed online at www.sedar.com. Information contained or featured on the Corporation s website shall not be deemed to be part of this Prospectus. The following documents, filed by the Corporation with the securities commissions or similar authorities in each of the provinces of Canada, other than Québec, are specifically incorporated by reference into, and form an integral part of, this Prospectus:
- 5 - (a) (b) (c) (d) (e) (f) (g) (h) the annual information form (the Annual Information Form ) of the Corporation dated May 11, 2016 for the fiscal year ended February 29, 2016; the audited consolidated financial statements of the Corporation dated May 5, 2016 as at and for the financial year ended February 29, 2016 and February 28, 2015 together with the auditor s report thereon and the notes thereto; the Corporation s Management Discussion and Analysis dated May 5, 2016 for the financial year ended February 29, 2016; the unaudited interim consolidated financial statements of the Corporation dated October 6, 2016 as at and for the three and six months ended August 31, 2016 and 2015, together with the notes thereto; the Corporation s Management Discussion and Analysis dated October 6, 2016 for the three and six months ended August 31, 2016; the management information circular of the Corporation dated as of May 12, 2016 prepared in connection with the annual and special meeting of shareholders of the Corporation held on June 21, 2016 (the Circular ); the material change report of the Corporation dated March 8, 2016 in respect of the Corporation s Management Services Agreement (as defined hereinafter); and the material change report of the Corporation dated October 20, 2016 in respect of the bought deal offering of 5,000,000 common shares of the Corporation for aggregate gross proceeds of approximately $20 million (including the over-allotment option) (the October 2016 Offering ). Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 Short Form Prospectus Distributions and required to be filed by the Corporation with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus shall be deemed to be incorporated by reference in this Prospectus. Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Upon a new annual information form and the related annual financial statements being filed by the Corporation with, and, where required, accepted by, the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all quarterly financial statements (including management s discussion and analysis of financial condition and results of operations in the quarterly reports for such periods), material change reports and management information circulars filed prior to the commencement of the Corporation s financial year in which the new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder. A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities together with this Prospectus and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement only for the purpose of the offering of the Securities covered by that Prospectus Supplement.
- 6 - THE CORPORATION Uranium Participation Corp. was incorporated by Articles of Incorporation pursuant to the Business Corporations Act (Ontario) on March 15, 2005 and became a publicly listed company on the TSX on May 10, 2005. The registered and head office of Uranium Participation Corp. is located at 1100-40 University Avenue Toronto, Ontario M5J 1T1. Uranium Participation Corp. has no employees. Denison Mines Inc. (the Manager ) manages the Corporation and provides the services of four officers to the Corporation, being the President and Chief Executive Officer, the Chief Financial Officer, the Vice President, Commercial and the Corporate Secretary under the terms of an management services agreement with the Corporation effective April 1, 2016 (the Management Services Agreement ) which replaced the previous management services agreement that expired March 31, 2016. Pursuant to the Management Services Agreement, the Manager is entitled to (a) a base fee of $400,000 per annum, payable in equal quarterly instalments; (b) a variable fee equal to (i) 0.3% per annum of the Corporation s total assets in excess of $100 million and up to $500 million, and (ii) 0.2% per annum of the Corporation s total assets in excess of $500 million; (c) a fee, at the discretion of the Board, for on-going monitoring or work associated with a transaction or arrangement (other than a financing, or the acquisition of or sale of UF 6 (as defined hereinafter) or U 3 O 8 (as defined hereinafter)); and (d) a commission of 1.0% of the gross value of any purchases or sales of UF 6 or U 3 O 8, or gross interest fees payable to the Corporation in connection with any uranium loan arrangements. The Manager is required to arrange, on behalf of the Corporation, for storage of the uranium at licensed Facilities (as defined hereinafter) and for insurance coverage. It is also responsible for the preparation of draft regulatory filing materials and reports for shareholders and to furnish office facilities to the Corporation. To the extent the named executive officers of the Corporation are also named executive officers of Denison Mines Corp. ( Denison ), the parent company of the Manager, during a particular financial year, the compensation paid to these individuals by the Manager, or by Denison, can be found in Denison s Compensation Discussion & Analysis contained in Denison s annual management information circular. Mr. Melbye, however, does not serve as a named executive officer of Denison and, as such, his compensation is disclosed in the Circular. The Corporation invests at least 85% of the gross proceeds from the sale of its securities in uranium, with the primary investment objective of achieving appreciation in the value of its uranium holdings. The Corporation also lends its uranium to third parties from time to time. Unless the context requires, references to uranium means uranium oxide in concentrates ( U 3 O 8 ) and uranium hexafluoride ( UF 6 ). UPBL is a wholly-owned subsidiary of the Corporation. It was formed effective March 11, 2016, pursuant to a certificate of continuance issued by the Bermuda Register of Companies on the migration of the Corporation s subsidiary Uranium Participation Cyprus Limited ( UPCL ) from Cyprus to Bermuda. UPCL was incorporated under the laws of the Republic of Cyprus on September 10, 2006. In August 2007, UPCL obtained a business license and established a branch office in Luxembourg through which the operations of UPCL were previously conducted and which has been wound up in connection with the migration of and formation of UPBL. UPCL invests directly in and holds uranium. RECENT DEVELOPMENTS During October 2016, the Corporation completed the October 2016 Offering and issued 5,200,000 common shares, at a price of $3.85 per share, for gross proceeds of $20,020,000, which included the partial exercise of the over-allotment option granted to the underwriters. The majority of the proceeds are expected to be used to fund the purchase of uranium. As of the date hereof, the Corporation has entered into agreements to purchase 560,000 pounds U 3 O 8 at an average price of US$20.57 per pound, which deliveries were completed during November 2016. CONSOLIDATED CAPITALIZATION Other than as set out below, there has been no material change in the share and loan capital of the Corporation on a consolidated basis, since August 31, 2016, the date of our most recently filed interim financial statements. The following table sets forth our capitalization as of August 31, 2016 on an actual basis and as adjusted to give effect to the October 2016 Offering as though it had occurred on such date. This table should be read in conjunction with the Corporation s unaudited consolidated interim financial statements as at and for the three and six months ended August 31, 2016.
- 7 - Description of Capital Shareholders Equity Common Shares (Authorized unlimited) As at August 31, 2016 (dollars in thousands other than Common Shares) As at August 31, 2016 after giving effect to the October 2016 (1) (2) Offering (dollars in thousands other than Common Shares) 822,343 (115,648,713 shares) Contributed Surplus 6,762 Deficit (330,965) Total Capitalization 498,140 517,160 841,363 (120,848,713 shares) 6,762 (330,965) (1) After deducting expenses of the October 2016 Offering, including the underwriters fee, estimated to be $800,800. (2) Includes the partial exercise of the over-allotment option for 200,000 additional Common Shares. USE OF PROCEEDS Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of the Securities will be used by the Corporation to fund: (i) the future purchase of uranium at available spot market terms and conditions for UF 6 and U 3 O 8, and (ii) the ongoing obligations of the Corporation. At least 85% of the gross proceeds from the sale of securities by the Corporation must be invested in, or held for future purchases of uranium (the Minimum Uranium Investment Amount ). There is no specific time frame under which the Corporation must purchase uranium. Such proceeds are not subject to any additional investment limitations. Each Prospectus Supplement will contain specific information concerning the number and type of Securities to be issued, the amount of net cash proceeds and the use of proceeds from the sale of Securities. All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Corporation s general funds, unless otherwise stated in the applicable Prospectus Supplement. During the fiscal year ended February 29, 2016 and the six month period ended August 31, 2016, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from operating activities in future periods. In the event the Corporation continues to incur negative cash flow from operating activities, it may use part of the net proceeds, other than the Minimum Uranium Investment Amount, to fund general and administrative expenses and certain other operating activities of the Corporation. See Risk Factors. PLAN OF DISTRIBUTION The Corporation may from time to time, during the 25-month period that this Prospectus remains valid, offer for sale and issue Securities. The Corporation may sell the Securities to or through underwriters or dealers, and may sell Securities to one or more other purchasers directly or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the Securities and the proceeds to the Corporation from the sale of the Securities. The Prospectus Supplement also will include any underwriting discounts or commissions and other items constituting underwriters compensation and will identify any securities exchanges on which the Securities may be listed. If the Corporation or any selling security holders use underwriters in the sale of any Securities, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions. The Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters obligations to purchase the Securities will be subject to customary conditions. The underwriters will be obligated to purchase all of the offered Securities if they purchase any of the offered Securities.
- 8 - The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices including sales in transactions that are deemed to be at the market distributions as defined in Canadian National Instrument 44-102 Shelf Distributions. Additionally, this Prospectus and any Prospectus Supplement may also cover the initial resale of the Securities purchased thereto. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Corporation. Common Shares issuable upon the exercise of Warrants may be included in an applicable Prospectus Supplement. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may engage in transactions with, or perform services for, the Corporation in the ordinary course of business. In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. Unless otherwise specified in a Prospectus Supplement, the Securities will not be registered under the 1933 Act or the securities laws of any states in the United States and, subject to certain exceptions, may not be offered or sold or otherwise transferred or disposed of in the United States or to or for the account of U.S. persons absent registration or pursuant to an applicable exemption from the 1933 Act and applicable state securities laws. In addition, until 40 days after closing of an offering of Securities, an offer or sale of the Securities within the United States by any dealer (whether or not participating in such offering) may violate the registration requirement of the 1933 Act if such offer or sale is made other than in accordance with Rule 144A or another exemption under the 1933 Act. DESCRIPTION OF COMMON SHARES The Corporation is authorized to issue an unlimited number of Common Shares, of which 120,848,713 Common Shares were outstanding as of December 8, 2016. The Common Shares are without nominal or par value. Each of the Common Shares carries one vote at all meetings of shareholders, is entitled to dividends as and when declared by the directors and is entitled upon liquidation, dissolution or winding up of the Corporation to a pro rata share of the property and assets of the Corporation distributable to the holders of the Common Shares. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any or purchase fund provisions. DESCRIPTION OF WARRANTS The Corporation may issue Warrants to purchase Common Shares. This section describes the general terms that will apply to any Warrants for the purchase of Common Shares. As of December 8, 2016, the Corporation did not have any Warrants outstanding. Warrants may be offered separately or together with other Securities. Each series of Warrants will be issued under a separate warrant indenture to be entered into between the Corporation and one or more banks or trust companies acting as warrant agent. The applicable Prospectus Supplement will include details of the warrant indentures covering the Warrants being offered. The warrant agent will act solely as the agent of the Corporation and will not assume a relationship of agency with any holders of the Warrant certificates or beneficial owners of the Warrants. The following sets forth certain general terms and provisions of the Warrants offered under this Prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement.
- 9 - Notwithstanding the foregoing, the Corporation will not offer Warrants for sale separately to any member of the public in Canada unless the Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved for filing by the securities commissions or similar regulatory authorities in each of the provinces of Canada where the Warrants will be offered for sale. The particular terms of each issue of Warrants will be described in the related Prospectus Supplement. This description will include, where applicable: the designation and aggregate number of Warrants; the price at which the Warrants will be offered; the designation, number and terms of the Common Shares purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers; the date on which the right to exercise the Warrants will commence and the date on which the right will expire; the exercise price of the Warrants; the designation, number and terms of any Common Shares with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Common Share; if the Warrants are issued as a Unit with Common Shares, the date or dates, if any, on or after which the Warrants and the related Common Shares will be transferable separately; any minimum or maximum amount of Warrants that may be exercised at any one time; any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants; anti-dilution provisions of the Warrants, if any; whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions; material tax considerations of owning the Warrants; and any other material terms or conditions of the Warrants. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Common Shares underlying the Warrants. Holders of the Warrants will not be entitled, solely by virtue of being holders, to vote, consent, receive dividends, receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter, or exercise any rights whatsoever as shareholders. The Corporation may amend the warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group. DESCRIPTION OF UNITS The Corporation may issue Units comprising any combination of the other Securities described in this Prospectus. Each Unit will be issued so that the holder of such Unit is also the holder of each Security included in such Unit. Therefore, the holder of a Unit will have the rights and obligations of a holder of each included Security (except in some cases where the right to transfer an included Security of a Unit may not occur without the transfer of the other included security comprising part of such Unit). The Prospectus Supplement relating to any Units offered hereunder will describe the terms of the Units and the applicable offering, including some or all of the following:
- 10 - the designation and terms of the Units and the Securities comprising the Units, including whether and under what circumstances those securities may be held or transferred separately; any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and whether the Units will be issued in fully registered or global form. The preceding description and any description of Units in the applicable Prospectus Supplement do not purport to be complete and are subject to and are qualified in their entirety by reference to the Unit agreement, if any, and, if applicable, collateral agreements relating to such Units. CANADIAN FEDERAL INCOME TAX CONSIDERATIONS In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, the following is a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the Tax Act ) generally applicable to a holder who acquires Common Shares or Warrants as beneficial owner pursuant to the Prospectus and who, at all relevant times, for the purposes of the Tax Act, holds such securities as capital property, deals at arm s length with the Corporation, and is not affiliated with the Corporation (a Holder ). The Common Shares and Warrants will generally be considered capital property to a Holder unless the Holder holds the Common Shares and/or Warrants in the course of carrying on a business of buying and selling securities or has acquired the Common Shares and/or Warrants in a transaction or transactions considered to be an adventure in the nature of trade. This summary is based on the current provisions of the Tax Act and the regulations thereunder (the Regulations ) in force as of the date hereof, counsel s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the CRA ) publicly available prior to the date hereof, and all specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the Proposed Amendments ). No assurances can be given that the Proposed Amendments will be enacted or will be enacted as proposed. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law or the administration policies or assessing practice of CRA, whether by judicial, legislative, governmental or administrative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein. Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Common Shares and/or Warrants, controlled by a non-resident corporation for purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Common Shares and/or Warrants. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to the income tax consequences to any particular Holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective investors in the Securities should consult their own tax advisors with respect to their own particular circumstances. Allocation of Cost A Holder who acquires Units will be required to allocate the purchase price paid for each Unit on a reasonable basis between the Common Share and the Warrant comprising each Unit in order to determine their respective costs to such Holder for the purposes of the Tax Act. Holders Resident in Canada This section of the summary applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act (a Resident Holder ). This section of the summary is not applicable to a Resident Holder: (i) that is a financial institution within the meaning of section 142.2 of the Tax Act; (ii) that is a specified financial institution ; (iii) that reports its Canadian tax results in a currency other than Canadian currency, (iv) an interest in which is
- 11 - a tax shelter investment, or (v) that enters into a derivative forward agreement with respect to its Common Shares or Warrants, all within the meaning of the Tax Act. Such Resident Holders should consult their own tax advisors. A Resident Holder whose Common Shares might not otherwise qualify as capital property may be entitled to make the irrevocable election provided by subsection 39(4) of the Tax Act to have the Common Shares and every other Canadian security (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances. Such election is not available in respect of Warrants. Exercise or Expiry of Warrants No gain or loss will be realized by a Resident Holder of a Warrant upon the exercise of such Warrant. When a Warrant is exercised, the Resident Holder s cost of the Common Share acquired thereby will be equal to the adjusted cost base of the Warrant to such Resident Holder, plus the amount paid on the exercise of the Warrant. For the purpose of computing the adjusted cost base to a Resident Holder of each Common Share acquired on the exercise of a Warrant, the cost of such Common Share must be averaged with the adjusted cost base to such Resident Holder of all other Common Shares (if any) held by the Resident Holder as capital property immediately prior to the exercise of such Warrant. Generally, the expiry of an unexercised Warrant will give rise to a capital loss equal to the adjusted cost base to the Resident Holder of such expired Warrant. The tax treatment of capital gains and losses is discussed in greater detail below under the subheading Capital Gains and Capital Losses. Dividends A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the Common Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations. Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as eligible dividends will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act. There may be limitations on the ability of the Corporation to designate dividends as eligible dividends. In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own particular circumstances. A Resident Holder that is a private corporation or a subject corporation, as defined in the Tax Act, will generally be liable to pay a refundable tax of 38 1/3 % under Part IV of the Tax Act on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing the Resident Holder s taxable income for the year. Dispositions of Common Shares and Warrants A Resident Holder who disposes of or is deemed to have disposed of a Common Share or Warrant (other than a disposition arising on the exercise of a Warrant) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Resident Holder s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to the Resident Holder of the Common Share or Warrant, as applicable, immediately before the disposition or deemed disposition. Capital Gains and Capital Losses A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a taxable capital gain ) realized in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will generally be required to deduct one-half of the amount of any capital loss realized in a particular taxation year (an allowable capital loss ) against taxable capital gains realized in
- 12 - the taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such taxation years, to the extent and under the circumstances specified in the Tax Act. The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such Common Share to the extent and under the circumstances specified in the Tax Act. Analogous rules apply to a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. A Resident Holder that is throughout the relevant taxation year a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay a refundable tax of 10 2/3 % (which is reduced for taxation years beginning before 2016 and ending after 2015) on its aggregate investment income (as defined in the Tax Act) for the year, including taxable capital gains. Alternative Minimum Tax In general terms, a Resident Holder who is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares or Warrants may be liable for alternative minimum tax under the Tax Act. Resident Holders that are individuals should consult their own tax advisors in this regard. Holders not Resident in Canada This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold the Common Shares or Warrants in connection with carrying on a business in Canada (a Non-Resident Holder ). This summary does not apply to a Non- Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere and such Holders should consult their own tax advisors. Exercise or Expiry of Warrants The tax consequences of the exercise and expiry of a Warrant held by a Non-Resident Holder are the same as those described above under Holders Resident in Canada - Exercise or Expiry of Warrants. Dividends Under the Tax Act, dividends on Common Shares paid or credited to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividends, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Tax Convention (1980) and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend. Dispositions of Common Shares and Warrants A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of Common Shares or Warrants unless the Common Shares or Warrants constitute taxable Canadian property (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non- Resident Holder is not entitled to relief under an applicable income tax treaty or convention. As long as the Common Shares are listed on a designated stock exchange (which currently includes the TSX), at the time of disposition, the Common Shares and Warrants generally will not constitute taxable Canadian property of a Non- Resident Holder, unless (a) at any time during the 60 month period immediately preceding the disposition or deemed disposition of the Common Share or Warrant (as applicable): (i) 25% or more of the issued shares of any class of the capital stock of the Corporation were owned by, or belonged to, one or any combination of the Non-Resident Holder and persons
- 13 - with whom the Non-Resident Holder did not deal at arm s length (within the meaning of the Tax Act) or partnerships in which the Non-Resident Holder or a person with whom the Non-Resident Holder did not deal at arm s length held a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of a Common Share was derived directly or indirectly from one or any combination of: (A) real or immovable property situated in Canada; (B) Canadian resource property (as defined in the Tax Act); (C) timber resource property (as defined in the Tax Act), or (D) options in respect of, or interests in, or for civil law rights in, property described in any of (A) through (C) above, whether or not such property exists; or (b) the Common Shares or Warrants (as applicable) are otherwise deemed under the Tax Act to be taxable Canadian property. If the Common Shares or Warrants are taxable Canadian property to a Non-Resident Holder, any capital gain realized on the disposition or deemed disposition of such Common Shares or Warrants may not be subject to Canadian federal income tax pursuant to the terms of an applicable income tax treaty or convention between Canada and the country of residence of a Non-Resident Holder. Non-Resident Holders whose Common Shares or Warrants are taxable Canadian property should consult their own advisors. ELIGIBILITY FOR INVESTMENT In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, based on the provisions of the Tax Act and the Regulations, as of the date hereof, the Common Shares and Warrants, if issued on the date hereof, would be qualified investments under the Tax Act for trusts governed by registered retirement savings plans ( RRSPs ), registered retirement income funds ( RRIFs ), deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts ( TFSAs ), provided that (i) the Common Shares are listed on a designated stock exchange as defined in the Tax Act (which currently includes the TSX), and (ii) in the case of the Warrants, neither the Corporation, nor any person with whom the Corporation does not deal at arm s length for the purposes of the Tax Act, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the particular registered plan. Notwithstanding that a Common Share or Warrant may be a qualified investment for an RRSP, RRIF or TFSA (a Registered Plan ), if the Common Share or Warrant is a prohibited investment within the meaning of the Tax Act for a Registered Plan, the annuitant or holder of the Registered Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. A Common Share or Warrant generally will not be a prohibited investment for a Registered Plan provided the annuitant or holder, as the case may be, of the Registered Plan: (i) deals at arm s length with the Corporation for the purposes of the Tax Act; and (ii) does not have a significant interest (as defined in the Tax Act for purposes of the prohibited investment rules) in the Corporation. The Common Shares will not be a prohibited investment if such securities are excluded property (as defined in the Tax Act for purposes of the prohibited investment rules) for trusts governed by a Registered Plan. Persons who intend to hold Common Shares or Warrants in a Registered Plan should consult their own tax advisors in regard to the application of these rules in their particular circumstances.