DOCUMENTS
INCORPORATED BY REFERENCE
The following documents,
filed with the securities regulatory authorities in each of the provinces of Canada, and filed with, or furnished to, the Commission,
are specifically incorporated by reference in, and form an integral part of, this Prospectus:
Any documents of the Company,
and if applicable, the Debt Issuers and the Pref Issuers of the type described in item 11.1 of Form 44-101F1 —
Short Form Prospectus, and any “template version” of “marketing materials” (each as defined in National
Instrument 41-101 — General Prospectus Requirements (“NI 41-101”)), that are required to be filed by the
Company, and if applicable, the Debt Issuers and the Pref Issuers with the applicable securities commissions or similar regulatory
authorities in Canada, during the time that this Prospectus is valid and prior to the termination of any distribution of Securities hereunder
shall be deemed to be incorporated by reference into this Prospectus. Each annual report on Form 40-F filed by the Company will be
incorporated by reference into this Prospectus and the Registration Statement. In addition, any report on Form 6-K filed by the Company
with the Commission after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and the Registration
Statement if and to the extent expressly provided in such report. The Company’s reports on Form 6-K, its annual reports on
Form 40-F and other documents it filed with the Commission are available at the Commission’s website at www.sec.gov.
Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes that statement. The
modifying or superseding statement need not state that it has modified or superseded a prior statement or includes any other information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for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material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 new interim or annual financial statements and MD&A being filed by the Company with, and where required, accepted by the
applicable securities regulatory authorities during the time this Prospectus is effective, the previous annual information form, the previous
interim financial statements and MD&A and/or annual financial statements and MD&A, as applicable, will be deemed no longer to
be incorporated in this Prospectus for purposes of future offers and sales of Securities hereunder. In addition, upon a new annual information
form being filed by the Company, all material change reports filed prior to the commencement of the Company’s current fiscal year
will be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder, except
as may be required by applicable securities laws or otherwise expressly indicated by us in a Prospectus Supplement. Upon a new management
information circular in connection with an annual meeting being filed with the applicable securities regulatory authorities during the
currency of this Prospectus, the management information circular filed in connection with the previous annual meeting (unless such management
information circular also related to a special meeting) will be deemed no longer to be incorporated by reference in this Prospectus for
purposes of future offers and sales of Securities hereunder.
A Prospectus Supplement containing
the specific terms of an offering of Securities will be delivered to 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 but only for purposes of the offering of
Securities covered by that Prospectus Supplement.
Prospective investors should
rely only on the information incorporated by reference or contained in this Prospectus or any Prospectus Supplement and on the other information
included in the Registration Statement relating to the Securities and of which this Prospectus is a part. The Issuers have not authorized
anyone to provide different or additional information.
Copies of the documents incorporated
herein by reference may be obtained on request without charge from the office of the Corporate Secretary of the Company at Brookfield
Place, Suite 100, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3 telephone: (416) 363-9491, and are also available electronically
on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov
and the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca.
