Canadian Prospectus Amendment means any amendment to the Canadian Preliminary Prospectus or the Canadian Final Prospectus, including the documents incorporated by reference;
Canadian Securities Commissions means the securities regulatory authorities in each of the Qualifying Jurisdictions;
Canadian Securities Laws means all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;
Common Shares means the shares of common stock, $0.01 par value per share, of the Corporation;
DTC means The Depository Trust Company;
Final Prospectuses means the Prospectus and the Canadian Final Prospectus;
General Disclosure Package means the Base Prospectus, the Prospectus most recently filed with the Commission before the time of this Agreement, including any preliminary prospectus supplement deemed to be a part thereof, each Issuer Free Writing Prospectus, and the description of the transaction provided by the Agents included on Schedule A.
Governmental authority means (i) any federal, provincial, state, local, municipal, national or foreign government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.
Grassy Mountain Title Opinion means the opinion of Erwin & Thompson LLP dated September 29, 2017, as supplemented, addressed to the Agents, among others, given in respect of the ownership and good standing of mineral properties relating to the Grassy Mountain Project.
Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to the Offering of the Common Shares that (A) is required to be filed with the Commission by the Corporation, including any such issuer free writing prospectus that consists of any Canadian Offering Document, or (B) is exempt from filing pursuant to Rule 433(d)(5)(i) or (d)(8) under the Securities Act, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Corporations records pursuant to Rule 433(g) under the Securities Act. For the avoidance of doubt, the term Issuer Free Writing Prospectus shall not include any free writing prospectus (as defined in Rule 405 under the Securities Act) that was prepared by the Agents or provided to any person by the Agents without the knowledge and consent of the Corporation;
Law or Laws means any and all laws, including all federal, provincial, state and local, municipal, national or foreign statutes, codes, ordinances, guidelines, decrees, rules, regulations and municipal by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, directives, decisions, rulings or awards or other requirements of any governmental authority, binding on or affecting the person referred to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the Corporation are listed for trading.