Insider Shareholder Approval

Insider Shareholder Approval. Means the approval by the disinterested shareholders of the Issuer in accordance with the rules and policies of the Stock Exchange to issue to insiders of the Issuer (as of the date hereof) an aggregate number of Shares upon conversion of the Notes, exercise of the Warrants and/or the payment of Interest into Shares in excess of the Insider Issuance Cap in accordance with Section 607(g)(ii) of the TSX Company Manual.