New Pacific Metals Corp 6-K, filed Sep 29, 2023

New Pacific Metals Corp (NEWP)

6-K 2023-09-29 For: 2023-09-29

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Added on April 09, 2026

About this 6-K

New Pacific Metals Corp filed this 6-K on September 29, 2023.

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	NEW PACIFIC METALS CORP.

Dated: September 29, 2023	By:	/s/ Jalen Yuan
		Jalen Yuan
		Chief Accounting Officer


EXHIBIT		DESCRIPTION OF EXHIBIT
99.1		Underwriting Agreement dated September 26, 2023
99.2		News Release dated September 29, 2023

1.	DEFINITIONS

1.1	In this Agreement, including any schedules forming a part of this Agreement:


	(a)	“Acts” means the Securities Acts or equivalent securities regulatory legislation of the Qualifying Jurisdictions and “Act” means the Securities Act or equivalent securities regulatory legislation of a specified Qualifying Jurisdiction;

	(b)	“Administrative Mining Contracts” means, collectively, the administrative mining contracts between certain Subsidiaries of the Company and AJAM, including the administrative mining contract between Empresa Minera Alcira S.A. and AJAM, the administrative mining contract between Empresa Minera Cateador S.R.L. and AJAM, and the administrative mining contract between Jisasjardan S.R L, and AJAM, each with respect to the Silver Sand Project, and “Administrative Mining Contract” means any one of them;

	(c)	“Agreement” means this agreement and includes the schedules hereto;

	(d)	“AJAM” means the Autoridad Jurisdictional Administrativa Minera, the jurisdictional administrative mining authority of Bolivia;

	(e)	“Ancillary Documents” means all agreements, certificates (including any certificates representing the Common Shares and officer’s certificates), notices and other documents executed and delivered, or to be executed and delivered, by the Company in connection with the Offering and pursuant to this Agreement;

	(f)	“Applicable Securities Laws” means, collectively, and, as the context may require, the securities laws of the Qualifying Jurisdictions and the Acts and Regulations and the rules, policies, instruments, notices and orders issued by the applicable Regulatory Authorities;

	(g)	“Base Shelf Prospectus” means the final short form base shelf prospectus of the Company dated August 16, 2023, including all of the Documents Incorporated by Reference;

	(h)	“Carangas Mining Association Agreement” means the mining association agreement dated April 12, 2021 between the Company and Minera Granville;

	(i)	“Carangas Project” means the Company’s Carangas project located in the Oruro Department in Bolivia;

	(j)	“Carangas Technical Report” means the technical report titled “Carangas Silver – Gold Project – Department of Oruro, Bolivia – NI 43-101 Mineral Resource Estimate Technical Report” with an effective date of August 25, 2023 and prepared by Anderson Gonçalve Candido, FAusIMM and Marcelo del Giudice, FAusIMM;

	(k)	“CDS” means the Canadian Depositary for Securities.

	(l)	“Closing” and “Closing Date” have the meanings given to those terms in Section 9.1;

	(m)	“Closing Time” means 8:00 a.m. (Toronto time) or such other time as may be agreed to by the Company and the Underwriter on the Closing Date, or in the case of the Option


		Closing, 8:00 a.m. (Toronto time) or such other time as many be agreed to by the Company and the Underwriter on the Over-Allotment Closing Date;

	(n)	“Co-Lead Underwriters” has the meaning given to that term on page 1 of this Agreement;

	(o)	“Comfort Letter” has the meaning given to that term in subsection 6.1(k)(i) hereto;

	(p)	“COMIBOL” means the Bolivian state mining corporation, Corporación Minera de Bolivia;

	(q)	“Commissions” means the securities regulatory bodies (other than stock exchanges) of the Qualifying Jurisdictions and “Commission” means the securities regulatory body of a specified Qualifying Jurisdiction;

	(r)	“Common Shareholders” has the meaning given to that term in subsection 5.1(ff);

	(s)	“Common Shares” means the common shares in the capital of the Company;

	(t)	“Company” has the meaning given to that term on page 1 of this Agreement;

	(u)	“Company’s Financial Statements” has the meaning given to that term in subsection 5.1(dd);

	(v)	“Continuous Disclosure Materials” has the meaning given to that term in subsection 5.1(i) hereto;

	(w)	“Distribution” (or “distribute” as derived therefrom) has the meaning given to that term in the Securities Act (British Columbia);

	(x)	“Documents Incorporated by Reference” means in respect of any of the Offering Documents, the financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports, marketing materials or other documents issued by the Company, whether before or after the date of this Agreement, that are incorporated by reference or deemed to be incorporated by reference in the Offering Documents, pursuant to Applicable Securities Laws;

	(y)	“Engagement Letter” means the bought deal engagement letter, among the Company and Raymond James dated September 25, 2023;

	(z)	“environmental laws” has the meaning given to that term in subsection 5.1(tt);

	(aa)	“Firm Shares” has the meaning given to that term on page 1 of this Agreement;

	(bb)	“IFRS” means International Financial Reporting Standards, as the same may be amended or supplemented from time to time;

	(cc)	“Indemnified Party” and “Indemnified Parties” have the meanings given to those terms in Section 11.1 hereto;

	(dd)	“Legal Opinions” has the meaning given to that term in subsection 6.1(k)(ii) hereto;


	(ee)	“Marketing Documents” means the standard term sheet for the Offering dated September 25, 2023 and the corporate presentation of the Company dated September 22, 2023, each as agreed to between the Company and the Co-Lead Underwriters, on behalf of the Underwriters.

	(ff)	“material adverse effect” means any effect, change, event or occurrence that, alone or in conjunction with any other effect, change, event or occurrence: (i) is materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), or business operations of the Company; or (ii) would result in an Offering Document containing a misrepresentation;

	(gg)	“material change” has the meaning given to that term in the Securities Act (British Columbia);

	(hh)	“Material Contracts” has the meaning given to that term in subsection 5.1(oo) hereto;

	(ii)	“material fact” has the meaning given to that term in the Securities Act (British Columbia);

	(jj)	“Material Subsidiaries” means Empresa Minera Cateador S.R.L., Empresa Minera Alcira S.A., Jisasjardan S.R.L. and Minera Hastings S.R.L. and “Material Subsidiary” means any one of them;

	(kk)	“Minera Granville” means Minera Granville S.R.L., a private Bolivian company holding all licenses, permits and rights granted by Bolivian authorities with respect to the Carangas Project.

	(ll)	“Mining Production Contract” means the mining production contract dated January 19, 2022 between the Company and COMIBOL.

	(mm)	“misrepresentation” has the meaning given to that term in the Securities Act (British Columbia);

	(nn)	“Named Executive Officers” means as of the date of this Agreement, the Chief Executive Officer, the Chief Financial Officer and each of the three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers of the Company at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year end;

	(oo)	“NI 43-101” has the meaning given to that term in subsection 5.1(q) hereto;

	(pp)	“NI 44-101” has the meaning given to that term in subsection 5.1(d) hereto;

	(qq)	“NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

	(rr)	“NYSE” means the NYSE American, LLC;

	(ss)	“OFAC” has the meaning given to that term in subsection 5.1(fff);


	(tt)	“Offered Shares” has the meaning given to that term on page 1 of this Agreement;

	(uu)	“Offering” has the meaning given to that term on page 1 of this Agreement;

	(vv)	“Offering Documents” means, collectively, the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Memorandum, any Prospectus Amendment, any Supplementary Material and the Marketing Documents;

	(ww)	“Officers’ Certificate” has the meaning given to that term in subsection 6.1(k)(iv) hereto;

	(xx)	“Over-Allotment Option Closing” means the closing of the transactions contemplated upon the exercise of the Over-Allotment Option;

	(yy)	“Over-Allotment Closing Date” means the closing date for the Over-Allotment Option which shall be not more than three business days after the notice of exercise of such option has been delivered in accordance with the terms of the Over-Allotment Option;

	(zz)	“Over-Allotment Common Shares” has the meaning given to that term on page 1 of this Agreement;

	(aaa)	“Over-Allotment Option” has the meaning given to that term on page 1 of this Agreement;

	(bbb)	“Pan American Agreement” means the subscription agreement dated November 20, 2017 between the Company and Pan American Silver Corp., pursuant to which, the Company granted Pan American Silver Corp. the right to participate in future equity offerings of the Company on a pro rata basis, subject to the terms and conditions contained therein;

	(ccc)	“President’s List Investors” means Pan American Silver Corp. and Silvercorp Metals Inc.;

	(ddd)	“Principals” has the meaning given to that term in subsection 5.1(ff);

	(eee)	“Property Rights” has the meaning given to that term in subsection 5.1(n);

	(fff)	“Prospectus” means, collectively, the Base Shelf Prospectus, supplemented by the Prospectus Supplement and any Prospectus Amendment, in each case including all of the Documents Incorporated by Reference;

	(ggg)	“Prospectus Amendment” means any amendment to the Base Shelf Prospectus or the Prospectus Supplement, required to be prepared and filed by the Company pursuant to Applicable Securities Laws;

	(hhh)	“Prospectus Supplement” means the shelf prospectus supplement dated September 26, 2023;

	(iii)	“Purchase Price” has the meaning given to that term on page 1 of this Agreement;

	(jjj)	“Qualified Institutional Buyer” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act that is also an “accredited investor” within the meaning of Rule 501(a) of Regulation D;


	(kkk)	“Qualifying Jurisdictions” means all the provinces of Canada, other than Québec, and “Qualifying Jurisdiction” means any one of them;

	(lll)	“Regulation D” means Regulation D under the U.S. Securities Act;

	(mmm)	“Regulation S” means Regulation S under the U.S. Securities Act;

	(nnn)	“Regulations” means the securities rules or regulations proclaimed under the Acts and “Regulation” means the securities rules or regulations proclaimed under a specified Act;

	(ooo)	“Regulatory Authorities” means collectively the Commissions, the SEC, the TSX and the NYSE;

	(ppp)	“Rule 144A” means Rule 144A under the U.S. Securities Act;

	(qqq)	“Rule 506(b)” means Rule 506(b) under Regulation D;

	(rrr)	“SEC” means the United States Securities and Exchange Commission.

	(sss)	“Silver Sand Project” means the Company’s flagship Silver Sand project located in the Colavi District of the Potosí Department in Southwestern Bolivia.

	(ttt)	“Silver Sand Technical Report” means the technical report titled “Technical Report – Silver Sand Deposit Preliminary Economic Assessment” dated February 16, 2023, with an effective date of November 30, 2022 prepared by certain qualified persons associated with AMC Mining Consultants (Canada) Ltd.;

	(uuu)	“Silvercorp Agreement” means the subscription agreement dated November 20, 2017 between the Company and Silvercorp Metals Inc., pursuant to which, the Company granted Silvercorp Metals Inc. the right to participate in future equity offerings of the Company on a pro rata basis, subject to the terms and conditions contained therein.

	(vvv)	“Standard Listing Conditions” has the meaning given to that term in Section 6.1(m) hereto;

	(www)	“Subsidiaries” means Colquehuasi S.R.L., Empresa Minera Alcira S.A., Empresa Minera Cateador S.R.L., Fortress Mining Inc., Glory Metals Investment Corp. Limited, Jisasjardan S.R L, Minera Glory S.A., Minera Hastings S.R.L., Minera Parkside S.A., Minera PlataAG S.A., New Pacific Andes Corp. Limited, New Pacific Forward Inc., New Pacific Investment Corp. Limited, New Pacific Offshore Inc., New Pacific Success Inc., NPM Minerales S.A., SKN Nickel & Platinum Ltd. and Qinghai Found Mining Co. Ltd., and “Subsidiary” means any one of them;

	(xxx)	“Substituted Purchasers” has the meaning given to that term in Section 4.2;

	(yyy)	“Supplementary Material” means any documents supplemental to the Prospectus including any amending or supplementary prospectus or other supplemental documents (including Documents Incorporated by Reference) or similar documents;

	(zzz)	“Title Opinion” has the meaning given to that term in Section 6.1(k)(v);

	(aaaa)	“trade” has the meaning given to that term in the Securities Act (British Columbia);


	(bbbb)	“Transfer Agent” means Computershare Investor Services Inc., in its capacity as transfer agent and registrar in respect of the Common Shares at its principal offices in Toronto, Ontario and Vancouver, British Columbia.

	(cccc)	“TSX” means the Toronto Stock Exchange;

	(dddd)	“Underwriters” has the meaning given to that term on page 1 of this Agreement;

	(eeee)	“Underwriting Fee” has the meaning given to that term on page 1 of this Agreement;

	(ffff)	“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

	(gggg)	“U.S. Affiliate” means a U.S. registered broker-dealer affiliate of an Underwriter;

	(hhhh)	“U.S. Legal Opinion” has the meaning given to that term in subsection 6.1(k)(iii);

	(iiii)	“U.S. Memorandum” means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, each acting reasonably, the final version of which will be attached to the Prospectus to be delivered to each offeree and/or purchaser of the Offered Shares in the United States or that is, or is acting for the account or benefit of, a U.S. Person in accordance with Schedule “A” hereto;

	(jjjj)	“U.S. Person” means a U.S. person as defined in Rule 902 of Regulation S;

	(kkkk)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations made thereunder;

	(llll)	“U.S. Securities Laws” means all applicable United States securities laws, including, without limitation, the U.S. Securities Act, the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and

	(mmmm)	“U.S. Subscription Agreement” means the U.S. subscription agreement in the form attached as Exhibit I to the U.S. Memorandum.

1.2	All references to dollar figures in this Agreement are to Canadian dollars.

1.3	Certain terms applicable solely to Schedule “A” are defined in Schedule “A”.

1.4	Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Company, or where any other reference is made herein to the “knowledge” of the Company, it shall be deemed to refer to the actual knowledge of Andrew Williams and Jalen Yuan, after having made due enquiry of appropriate and relevant persons and after reviewing relevant documentation.

2.	FILING OF PROSPECTUS

2.1	Prior to the delivery or filing of the Offering Documents and thereafter, during the period of distribution of the Offered Shares, the Company shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such Offering Documents and shall have allowed the Underwriters to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order


	to enable the Underwriters to execute the certificate required to be executed by the Underwriters at the end of the Prospectus Supplement.

2.2	As soon as practicable after the execution of this Agreement, the Company will prepare and file with the Prospectus Supplement, including copies of any Document Incorporated by Reference therein, with the Regulatory Authorities, no later than 10:00 p.m. (Toronto time) on September 26, 2023 and will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and any Substituted Purchaser.

3.	OVER-ALLOTMENT OPTION

3.1	The Company hereby grants to the Underwriter the option to purchase and to offer for sale to the public pursuant hereto the Over-Allotment Common Shares at the Purchase Price upon the terms and conditions set forth herein.

3.2	The Over-Allotment Option shall be non-assignable and shall be exercisable, in whole or in part, at any time and from time to time up to 12:00 p.m. on the date that is 30 days after the Closing Date by the Underwriters giving written notice to the Company not less than three business days in advance of such date, specifying the number of Over-Allotment Common Shares to be purchased and the Over-Allotment Closing Date.

3.3	The Over-Allotment Common Shares shall be qualified for Distribution under the Prospectus.

4.	DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY

4.1	Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Offered Shares, and by acceptance of this Agreement, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase at the Closing Time on the Closing Date, all, but not less than all, of the 13,208,000 Firm Shares. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Over-Allotment Common Shares in whole, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase at the Closing Time on an Over-Allotment Closing Date that number of Over-Allotment Common Shares requested in the notice of exercise of the Over-Allotment Option.

4.2	The sale of the Offered Shares in connection with the Offering shall be as to the following percentage:


	Name of Underwriter	Position
	Raymond James Ltd. ⁽¹⁾⁽²⁾	45.0%
	Eight Capital ⁽¹⁾⁽²⁾	30.0%
	PI Financial Corp.	7.5%
	Roth Canada, Inc.	7.5%
	Cormark Securities Inc.	5.0%
	Echelon Wealth Partners Inc.	5.0%
	Total	100%

	(1) Co-Lead Underwriters
	(2) Joint bookrunners, 5.0% work fee split pro rata (payable out of the Underwriting Fee)

4.3	If any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Offered Shares at the applicable Closing Time for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall have the right, but shall not be obligated, to purchase the Offered Shares which would otherwise have been purchased by the Underwriter which fails to purchase. Nothing in this Section 4.3 shall oblige the Company to sell less than all of the Offered Shares or shall relieve an Underwriter in default hereunder from liability to the Company or to a Continuing Underwriter.

4.4	The Company understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for substituted purchasers for the Firm Shares and Over-Allotment Common Shares (“Substituted Purchasers”). It is further understood that the Underwriters agree to purchase or cause to be purchased the Offered Shares and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase the Offered Shares at the Purchase Price, and to the extent that Substituted Purchasers purchase such Offered Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.

4.5	The distribution of the Offered Shares shall be qualified by the Prospectus under Applicable Securities Laws in the Qualifying Jurisdictions. Offered Shares may also be offered and sold:


	(a)	in the United States or to, or for the account or benefit of, U.S. Persons only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company and the Underwriters and any U.S. Affiliate of the Underwriters, and which are hereby incorporated by reference; and

	(b)	in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.

4.6	Until the date on which the distribution of the Offered Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Shares, or in the event that the Offered Shares have, for any reason ceased to so qualify, to so qualify again the Offered Shares for distribution.

4.7	The Company agrees that each Underwriter will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as its agent to assist in the Offering and that any such Underwriter may determine the remuneration payable to such other dealers appointed by it. Such remuneration shall be payable by the Underwriter and be paid out of, and not in addition to, the Underwriting Fee. Each Underwriter shall require and shall use commercially reasonable efforts to ensure that such other dealers in which it appoints, if any, comply with the terms of this Agreement as applicable to the Underwriter and any such Underwriter shall be solely, and not jointly with the other Underwriters, responsible for the actions of such other dealers appointed by it.

4.8	Nothing in this Agreement shall oblige a U.S. Affiliate of any Underwriter to purchase the Offered Shares.

4.9	The Underwriters covenant, represent and warrant to the Company that they will comply with the Applicable Securities Laws of each Qualifying Jurisdiction or other jurisdiction in which the Underwriters act as Underwriter of the Company in connection with the Offering, including any registration obligation. Each Underwriter is also solely, and not jointly with the other Underwriters, responsible for the actions of any of its U.S. Affiliates under this Agreement.

4.10	Without affecting the firm obligation of the Underwriters to offer and sell as agents of the Company the Offered Shares at the Purchase Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of such Offered Shares offered under the Prospectus at the Purchase Price, the price payable by the purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Purchase Price in compliance with Applicable Securities Laws. Such decrease in the price payable by the purchasers will decrease the Commission to be paid by the Company to the Underwriters, so that the net proceeds of the Offering to be received by the Company will not be reduced. The Co-Lead Underwriters, for and on behalf of the Underwriters, will inform the Company if the price payable by the purchasers is decreased.

4.11	In connection with the distribution of the Firm Shares and Over-Allotment Common Shares, as applicable, the Underwriters may effect transactions which stabilize or maintain the market price of the Offered Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Applicable Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

5.	REPRESENTATIONS AND WARRANTIES

5.1	The Company represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:


	(a)	the Company is a duly constituted company and validly existing and in good standing under the laws of its jurisdiction of incorporation and no proceedings have been instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation or winding-up of the Company;

	(b)	the Company has no subsidiaries or affiliates other than the Subsidiaries and each of the Subsidiaries is duly incorporated and validly existing and in good standing under the laws of their jurisdiction of incorporation and no proceedings have been instituted or are pending for the dissolution or liquidation or winding-up of the Subsidiaries;

	(c)	the Company’s direct or indirect percentage ownership of the shares of the Subsidiaries is correctly disclosed in the Prospectus, and all such shares are legally or beneficially owned directly or indirectly by the Company, free and clear of all liens, charges and encumbrances of any kind whatsoever;

	(d)	the Company: (i) is a reporting issuer (within the meaning of Applicable Securities Laws) or the equivalent in each of the Qualifying Jurisdictions and Québec; (ii) will at the Closing Time be a reporting issuer (within the meaning of Applicable Securities Laws) or the equivalent in all the Qualifying Jurisdictions; (iii) is not in default of any of the


		requirements of the Applicable Securities Laws of the Qualifying Jurisdictions; and (iv) is eligible under National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) to file the Prospectus;

	(e)	the Common Shares are listed for trading on the TSX and the NYSE and the Company is not in default of any material listing requirement of the TSX or NYSE applicable to the Company, nor is the Company required under the rules and policies of the TSX or NYSE to obtain shareholder approval to proceed with the Offering or the issuance of the Offered Shares;

	(f)	the authorized capital of the Company consists of an unlimited number of Common Shares without par value of which 157,648,049 Common Shares were issued and outstanding as of the date of this Agreement as fully paid and non-assessable common shares in the capital of the Company;

	(g)	other than as set out in Schedule “B”, no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of any of the unissued shares of the Company or the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Company or the Subsidiaries;

	(h)	no confidential material change report has been filed that remains confidential as of the date hereof;

	(i)	all documents previously published or filed by the Company since July 1, 2023 with the Regulatory Authorities (the “Continuous Disclosure Materials”) contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made, and were prepared in accordance with and complied with Applicable Securities Laws in all material respects, and the Company is not in default of its filings under, nor has it failed to file or publish any document required to be filed or published under, Applicable Securities Laws;

	(j)	other than as disclosed in the Prospectus, the Company is not a party to, nor is the Company aware of, any shareholders’ agreements, pooling agreements, voting agreements or voting trusts or other similar agreements with respect to the ownership or voting of any of the securities of the Company or any Subsidiary or with respect to the nomination or appointment of any directors or officers of the Company or any Subsidiary, or pursuant to which any person may have any right or claim in connection with any existing or past equity interest in the Company or any Subsidiary, and the Company has not adopted a shareholders’ rights plan or any similar plan or agreement;

	(k)	the Company and each Subsidiary hold all licences and permits that are required for carrying on its business in the manner in which such business has been carried on except as would not have a material adverse effect and all such licences and permits are valid, subsisting, in good standing and in full force and effect, and the Company and each Subsidiary is duly qualified to carry on business in all jurisdictions in which it carries on business;


	(l)	the Company and each Subsidiary has good title to its respective material properties and assets as disclosed in the Prospectus, free and clear of all liens, charges and encumbrances of any kind whatsoever except as disclosed in the Prospectus, and all agreements and other documents and instruments evidencing such title (including the Carangas Mining Association Agreement and any other option, joint venture or similar agreement or any interest in, or right to earn an interest in, any Material Property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof;

	(m)	except as disclosed in the Offering Documents, the Mining Production Contract, the Administrative Mining Contracts, and any and all of the agreements and other documents and instruments pursuant to which the Company or any Subsidiary hold any right to, or interest in, the Silver Sand Project are valid and subsisting agreements, documents or interests, in full force and effect, enforceable in accordance with the terms thereof, and the Company and any Subsidiary are in compliance with, and are not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged;

	(n)	all property, options, leases, concessions, claims or other interests in natural resource properties and access and surface rights for exploration and exploitation, extraction and other mineral property rights in which the Company or the Material Subsidiaries hold an interest or right, which is considered material to the Company (collectively, the “Property Rights”) are completely and accurately described in the Prospectus and Schedule “D” and except as set forth in the Prospectus or Schedule “D”, the Company or the Material Subsidiaries are the legal and beneficial owner of such Property Rights and the Property Rights are in good standing and are valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them;

	(o)	no property rights other than the Property Rights are necessary for the conduct of the business of the Company or the Material Subsidiaries as currently being conducted and there are no material restrictions on the ability of the Company or the Material Subsidiaries to use or otherwise exploit any such Property Rights, and the Company does not know of any claim or basis for a claim that may adversely affect such rights;

	(p)	other than as disclosed in the Continuous Disclosure Materials, none of the Company nor the Subsidiaries have any responsibility or obligation to pay or have paid on its behalf any commission, royalty or similar payment to any person with respect to its Property Rights as of the Closing Date;

	(q)	each of the Silver Sand Technical Report and the Carangas Technical Report filed by the Company with Regulatory Authorities have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”);

	(r)	the Silver Sand Project and the Carangas Project are the only material properties to the Company for the purposes of NI 43-101;

	(s)	(i) the information provided by the Company on the Silver Sand Project and the Carangas Project set forth in the Prospectus was, at the time of delivery thereof, complete and accurate in all material respects and there has been no new material scientific or technical information that is not included in the Silver Sand Technical Report or the Carangas Technical Report, as applicable, since the respective effective dates thereof; (ii) the


		scientific and technical information contained in the Prospectus has been disclosed in all material respects in accordance with NI 43-101 and is based upon information prepared by or under the supervision of a “qualified person” within the meaning of NI 43-101, or has been approved by a qualified person; and (iii) the Company has filed all technical reports required to be filed pursuant to NI 43-101;

	(t)	no part of the properties, Property Rights, licenses or permits of the Company or any Subsidiary have been taken, revoked, condemned or expropriated by any governmental authority nor has any written notice or proceedings in respect thereof been given or commenced or, to the knowledge of the Company, been threatened or pending;

	(u)	each of the Company and each Material Subsidiary has conducted and is conducting its business in compliance with generally accepted mining industry practices, all applicable laws, rules and regulations of each jurisdiction in which its respective business is carried on, is in compliance with all terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of its business and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, in each case in all material respects, and no breach or default by the Company, or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Company, or any Material Subsidiary, exists with respect thereto;

	(v)	each Subsidiary (other than any Material Subsidiary) has conducted and is conducting its respective business in material compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, is in compliance with all terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of its business and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, in each case in all material respects, and no breach or default by the Company, or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Company, or the Subsidiaries, exists with respect thereto;

	(w)	the Company has all requisite corporate power and capacity to enter into this Agreement and to perform the transactions contemplated hereby and the granting of the Over-Allotment Option and the issuance and sale by the Company of the Offered Shares have been duly authorized by all necessary corporate action of the Company, and this Agreement has been duly executed and delivered by the Company and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement may be limited by applicable law;

	(x)	upon their issuance, the Offered Shares will be validly allotted, issued and outstanding as fully paid and non-assessable Common Shares and registered in the name of the Underwriter or as directed by the Underwriter, as the case may be, or a permitted transferee thereof, in each case free and clear of all resale or trade restrictions and liens, charges or encumbrances of any kind whatsoever, except as set forth in the U.S. Memorandum, if applicable;


	(y)	when issued and sold by the Company in accordance with the terms hereof, the terms of the Offered Shares shall have the rights, privileges, restrictions and conditions that conform to the rights, privileges, restrictions and conditions attaching to Common Shares set forth in the Prospectus and U.S. Memorandum, if applicable;

	(z)	upon satisfaction of the Standard Listing Conditions, the Common Shares will be qualified investments under the Income Tax Act (Canada) for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan, first home savings account and for a tax-free savings account;

	(aa)	the Transfer Agent has been duly appointed as registrar and transfer agent for the Common Shares of the Company;

	(bb)	the minute books and records of the Company and the Material Subsidiaries made available to counsel for the Underwriters in connection with the Underwriters’ due diligence investigation of the Company and the Material Subsidiaries are all of the minute books and records of the Company and the Material Subsidiaries from incorporation to present and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Company and the Material Subsidiaries to the date of review of such corporate records and minute books and other than in connection with the Offering, there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Company or the Material Subsidiaries to the date of this Agreement not reflected in such minute books and other records;

	(cc)	the Company maintains all insurance reasonably required against potential claims, including director and officer liability insurance; and all of the policies in respect of such insurance are in amounts and on terms that in the view of the Company’s management are reasonable for operations such as these, and are in good standing and not in default;

	(dd)	the audited financial statements of the Company for its fiscal year ended June 30, 2023, and notes thereto (the “Company’s Financial Statements”) incorporated by reference in the Prospectus are true and correct in every material respect and present fairly and accurately reflect the consolidated financial position and results of the operations of the Company for the periods then ended and such financial statements have been prepared in accordance with IFRS applied on a consistent basis;

	(ee)	there has been no change in any material respect in accounting policies or practices of the Company or the Subsidiaries since June 30, 2023;

	(ff)	the Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and the Company maintains disclosure controls and procedures and internal control over financial reporting on a consolidated basis as those terms are defined in NI 52-109, and as at June 30, 2023, such controls were effective;


	(gg)	since June 30, 2023, the Company is not aware of any material weakness in the Company’s internal control over financial reporting (whether or not remediated) or change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting;

	(hh)	none of the Company nor the Subsidiaries is indebted to any of its directors or officers (collectively the “Principals”), other than on account of directors’ or officers’ fees or expenses accrued but not paid, or, except pursuant to arrangements disclosed in the Prospectus, to any of its shareholders (the “Common Shareholders”);

	(ii)	the Company does not owe any monetary amount to any Principal or Common Shareholder on any account whatsoever, other than for (i) payment of salary, bonus and other employment or consulting compensation, (ii) reimbursement for expenses duly incurred in connection with the business of the Company or its Subsidiaries, and (iii) for other standard employee benefits made generally available to all employees;

	(jj)	none of the Company nor the Subsidiaries has guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever;

	(kk)	there are no material liabilities of the Company or the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Company’s Financial Statements except those incurred in the ordinary course of its business since June 30, 2023;

	(ll)	since June 30, 2023, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Company, or the Subsidiaries or any damage, loss or other change of any kind whatsoever in circumstances materially affecting their respective business, affairs, capital, prospects or assets, or the right or capacity of the Company or the Subsidiaries to carry on their business, such business having been carried on in the ordinary course except as disclosed in the Prospectus or otherwise disclosed to the Underwriters;

	(mm)	the directors, officers and key employees of the Company are as disclosed in the Prospectus and the compensation arrangements with respect to the Company’s Named Executive Officers are as disclosed in the information circular for the Company’s annual general meeting held on December 2, 2022, and there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Company;

	(nn)	there are no “significant acquisitions”, “significant dispositions” or “significant probable acquisitions” for which the Company is required, pursuant to Applicable Securities Laws to include additional financial disclosure in the Prospectus;

	(oo)	all contracts and agreements material to the Company and the Subsidiaries, collectively, other than those entered into in the ordinary course of its business as presently conducted (collectively, the “Material Contracts”) have been disclosed in the Prospectus and neither the Company nor the Subsidiaries has approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets


		or any interest therein currently owned, directly or indirectly, by the Company or a Subsidiary, whether by asset sale, transfer of shares or otherwise;

	(pp)	there are no amendments to the Material Contracts that have been proposed to be, or are required to be, made other than have been disclosed in the Prospectus;

	(qq)	all tax returns, reports, elections, remittances, filings, withholdings and payments of the Company and the Subsidiaries required by law to have been filed or made, have been filed or made (as the case may be) and are substantially true, complete and correct and all taxes owing of the Company as at June 30, 2023 have been paid or accrued in the Company’s Financial Statements;

	(rr)	the Company and each of its Subsidiaries have been assessed for all applicable taxes and have received all appropriate refunds, made adequate provision for taxes payable for all subsequent periods and the Company is not aware of any material contingent tax liability of the Company or any of its Subsidiaries not adequately reflected in the Company’s Financial Statements;

	(ss)	there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the Company’s knowledge, pending, threatened against or affecting the Company or the Subsidiaries, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the Company’s knowledge, there is no basis therefor;

	(tt)	other than as disclosed in writing to the Underwriters, none of the Company nor the Subsidiaries has been, in any material respect, in violation of, in connection with the ownership, use, maintenance or operation of its property and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “environmental laws”) and, without limiting the generality of the foregoing:


	(i)	the Company and the Subsidiaries have occupied their respective properties and have received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in material compliance with all applicable environmental laws and have received all permits, licenses or other approvals required of them under applicable environmental laws to conduct their respective businesses; and

	(ii)	there are no orders, rulings or directives issued against the Company or the Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or the Subsidiaries under or pursuant to any environmental laws requiring any material work, repairs, construction or capital expenditures with respect to any property or assets of the Company or its Subsidiaries;


	(uu)	no notice with respect to any of the matters referred to in the immediately preceding paragraph, including any alleged violations by the Company or the Subsidiaries with respect thereto has been received by the Company or the Subsidiaries, and, to the


		knowledge of the Company, no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of the Company or the Subsidiaries is in progress, threatened or, to the best of the Company’s knowledge, pending, and, to the best of the Company’s knowledge, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise;

	(vv)	none of the Company nor the Subsidiaries and to the best of the Company’s knowledge their respective directors or officers are in breach of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever, except as would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole;

	(ww)	the Company’s auditors who audited the Company’s Financial Statements and who provided their audit report thereon were, as at the date of their audit report, independent public accountants as required under Applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and such auditors nor has there been any event which has led the Company’s current auditors to threaten to resign as auditors;

	(xx)	the Prospectus has been prepared and filed in compliance with the Applicable Securities Laws, and the Company shall fulfill and comply with the necessary requirements of the Applicable Securities Laws in order to enable the Offered Shares to be lawfully distributed in the Qualifying Jurisdictions through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions and acting in accordance with the terms of their registrations and the Applicable Securities Laws;

	(yy)	the Prospectus, including any and all amendments thereto, contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made and constitutes full, true and plain disclosure of all material facts relating to the Company and the Offered Shares to be issued pursuant to the Offering and comply with Applicable Securities Laws;

	(zz)	with respect to forward-looking information contained in the Offering Documents: (i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made; (ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; and (iii) the future-oriented financial information or financial outlook contained therein, if any, is limited to a period for which the information can be reasonably estimated;

	(aaa)	neither the Company, the Subsidiaries nor, to the knowledge of the Company, any of their respective employees or agents have, in connection with the affairs of the Company, made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, Bolivian, Chinese or provincial


		or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

	(bbb)	no labour dispute with the employees of the Company or any Subsidiary currently exists or, to the knowledge of the Company and the Subsidiaries, is imminent. Neither the Company nor any Subsidiary is a party to any collective bargaining agreement and, to the knowledge of the Company and the Subsidiaries no action has been taken or is contemplated to organize any employees of the Company or any Subsidiary;

	(ccc)	the form of the certificate representing the Offered Shares has been duly approved by the Company and complies with the provisions of the Business Corporations Act (British Columbia);

	(ddd)	no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the Offering in the Qualifying Jurisdictions, or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained, or as may be required, under Applicable Securities Laws or the rules of the TSX and NYSE;

	(eee)	all information and documentation concerning the Company and the Subsidiaries (including but not limited to the Property Rights and Material Contracts), Offered Shares, the Over-Allotment Option and the Offering, that has been provided in writing to the Underwriters on the Underwriters’ request by the Company in connection with this Agreement is accurate and complete in all material respects and not misleading and does not omit to state any fact or information which would be material to an underwriter performing the services contemplated herein;

	(fff)	the operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, including the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency to which they are subject (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any governmental authority or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

	(ggg)	neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company or any of its Subsidiaries is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Company will not knowingly, directly or indirectly, use the proceeds of the Offering, or knowingly lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC;

	(hhh)	the Company is not a “related issuer” or “connected issuer” (as those terms are defined in Section 1.1 of National Instrument 33-105 – Underwriting Conflicts) of any registrant involved in a trade of the Offered Shares;


	(iii)	none of the Company’s insiders (as defined in the Securities Act (British Columbia)) have sold any securities issued by the Company or otherwise taken steps to reduce their respective financial exposure to the price or value of the Common Shares of the Company from June 30, 2023 to the date hereof;

	(jjj)	the Company’s only material subsidiaries are the Material Subsidiaries; and

	(kkk)	the Company makes the representations, warranties and covenants applicable to it in Schedule “A” hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “A” form part of this Agreement.

5.2	Each Underwriter, severally and not jointly and severally, hereby represents and warrants to the Company and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement, that:


	(a)	it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Securities Laws, or equivalent securities laws applicable thereto, so as to permit it to lawfully fulfill its obligations hereunder;

	(b)	it is a valid and subsisting corporation under the laws of the jurisdiction in which it was incorporated, continued or amalgamated; and

	(c)	it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

5.3	The representations and warranties of the Company and the Underwriter contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement in accordance with Section 14.6.

6.	ADDITIONAL COVENANTS

6.1	The Company covenants and agrees with the Underwriters that it shall:


	(a)	file with the TSX and NYSE all required documents and pay all required filing fees, and do all things required by the rules and policies of the TSX and NYSE, as applicable, in order to obtain: (i) prior to filing the Prospectus Supplement, conditional approval from the TSX for the listing of the Offered Shares on the TSX, subject only to Standard Listing Conditions, which the Company agrees to fully satisfy in a timely manner prior to or as soon as practicable after Closing, as required by the TSX; and (ii) prior to Closing, the requisite acceptance from the NYSE for the listing of the Offered Shares on the NYSE;

	(b)	with respect to the filing of the Prospectus as contemplated herein, fulfill all legal requirements required to be fulfilled by the Company in connection therewith, in each case


		in form and substance satisfactory to the Underwriters (acting reasonably) as evidenced by the Underwriters’ execution of the certificates attached thereto;

	(c)	prior to the completion of the Offering, allow the Underwriters to review the Offering Documents and conduct all due diligence which the Underwriters may reasonably require in order to fulfill their statutory obligations as underwriters and in order to enable the Underwriters to execute, acting prudently and responsibly, the certificates required to be executed by the Underwriters in such documents, including, without limitation, corporate and operating records, documentation with respect to Property Rights, technical information, financial information (including budgets) and access to key officers of the Company;

	(d)	during the period prior to the completion of the Offering, promptly notify the Underwriters in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) prospects, financial position or capital of the Company, any change in Applicable Securities Law which reasonably requires the filing of any Supplementary Material, or of any change which is of such a nature as to result in a misrepresentation in the Prospectus or any Prospectus Amendment and:


	(i)	the Company shall, within any applicable time limitation, comply with all filing and other requirements under the Applicable Securities Laws of the Qualifying Jurisdictions, and with the rules of the TSX and NYSE, applicable to the Company as a result of any such change;

	(ii)	however, notwithstanding the foregoing, the Company shall not file any Prospectus Amendment or any other material supplementary to the Prospectus (all such Prospectus Amendments and supplementary material being Supplementary Material) without first obtaining the approval of the Underwriters as to the form and content thereof, which approval shall be provided on a timely basis;


	(e)	deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Company in accordance with subsection (d) above and, if any financial or accounting information is contained in any of the Supplementary Material, an additional Comfort Letter to that required by subsection (k) below;

	(f)	cause commercial copies of the Prospectus, the U.S. Memorandum and Supplementary Material to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may request, as soon as possible after the filing of the Prospectus Supplement or Supplementary Material, as the case may be, but in any event on or before 9:00 a.m. (Vancouver time) on the business day after the filing thereof, and such delivery will constitute the Company’s consent to the Underwriters’ use of such documents in connection with the Offering;

	(g)	by the act of having delivered each of the Prospectus and any Prospectus Amendments thereto to the Underwriters, have represented and warranted to the Underwriters that all