Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Trident Resources Corp. Capital/Financing Update 2020

May 28, 2020

43917_rns_2020-05-28_fde2682c-05db-4403-8a69-46e90116c6e4.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 5:00 P.M. (TORONTO TIME) ON AUGUST 7, 2020

This rights offering circular (this “ Circular ”) is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Circular. Any representation to the contrary is an offence.

This is the Circular we referred to in the May 22, 2020 rights offering notice (the “ Notice ”), which you should have already received. Your rights certificate and relevant forms were enclosed with the Notice. This Circular should be read in conjunction with the Notice and our continuous disclosure prior to making an investment decision.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States. This rights offering circular does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States, and the securities offered herein may not be offered or sold in or into the United States or to U.S. persons. “United States” and “U.S. persons” are as defined in Regulation S under the U.S. Securities Act.

Rights Offering Circular

May 22, 2020

EROS RESOURCES CORP.

OFFERING OF RIGHTS TO SUBSCRIBE FOR UNITS AT A PRICE OF $0.05 PER UNIT

References in this Circular to “we”, “our”, “us” and similar terms are to EROS Resources Corp. (“ EROS ” or the “ Company ”). References in this Circular to “you”, “your” and similar terms are to holders of EROS’s common shares. Unless otherwise indicated, references herein to “$” or “dollars” are to Canadian dollars.

SUMMARY OF THE RIGHTS OFFERING

SUMMARY OF THE RIGHTS OFFERING
Why are you reading this Circular? We
are
issuing
to
the
holders
(“Shareholders”) of our outstanding common
shares (“Common Shares”) of record at the
close of business on June 1, 2020 (the
Record Date”) and who are resident in a
province or territory of Canada (an “Eligible
Jurisdiction”), rights to subscribe for Units
(defined below) on the terms described in this
Circular. The purpose of this Circular is to
provide you with detailed information about
your rights and obligations in respect of the
rights offering (the “Rights Offering”). This
Circular should be read in conjunction with the
Notice.
What is being offered? Each Shareholder on the Record Date who is
resident in an Eligible Jurisdiction will be

Page 2

offered one (1) right (a “Right”) for each
Common Share held. No fractional Rights will
be issued. Any fractional entitlements to
receive Rights described herein will be
rounded down to the next lowest whole
number of Rights, and no cash or other
consideration will be paid in lieu.
Who is eligible to receive Rights? The Rights are being offered only to
Shareholders
resident
in
Eligible
Jurisdictions
(“Eligible
Holders”).
Shareholders will be presumed to be resident
in the place shown on their registered
address, unless the contrary is shown to our
satisfaction. Neither the Notice nor this
Circular is to be construed as an offering of
the Rights, nor are the Units issuable upon
exercise of the Rights offered for sale, in any
jurisdiction outside of Eligible Jurisdictions
(“Ineligible
Jurisdictions”)
or
to
Shareholders who are residents of an
Illegible Jurisdiction (“Ineligible Holders”).
Instead, Ineligible Holders will be sent a letter
advising them that their Rights will be held by
Computershare Investor Services Inc. (the
Rights Agent”), who will hold such Rights
as agent for the benefit of all Holders. See
How to exercise the Rights? Who is eligible
to receive the Rights?
What does one Right entitle you to
receive?
Each Right entitles you to subscribe for one (1)
unit of EROS (a “Unit”) at a subscription price
of $0.05 per Unit (the “Basic Subscription
Privilege”) until 5:00 p.m. (Toronto time) on
August 7, 2020.
Each Unit consists of one Common Share and
one-half (½) of a transferable Common Share
purchase warrant (a “Warrant”), with each full
Warrant exercisable into one Common Share
at a price of $0.15 per share for a period of 12
months from the issue date of the Units,
subject to early expiry in the event the 20-day
weighted average trading price of the
Common Shares exceeds $0.30. If you
exercise your Basic Subscription Privilege in
full, you will also be entitled to subscribe pro
rata for Units (the “Additional Units”) not
otherwise purchased, if any, pursuant to the
Basic Subscription Privilege (the “Additional
Subscription Privilege”).

Page 3

No fractional Warrants will be issued upon the
exercise
of
the
Rights.
Any
fractional
entitlements
to
subscribe
for
Warrants
described herein will be rounded down to the
next lowest whole number of Warrants, and no
cash or other consideration will be paid in lieu.
What is the subscription price? $0.05 per Unit (the “Subscription Price”)
When does the Offer expire? 5:00 p.m. (Toronto time) on August 7, 2020
(the “Rights Expiry Date”)
What are the significant attributes of the
Rights issued under the Rights Offering
and the securities to be issued upon the
exercise of the Rights?
Each Right entitles you to subscribe for one (1)
Unit at the Subscription Price. The Rights are
transferable. See “How does a Rights holder
sell or transfer Rights?” A Right does not
entitle the holder thereof to any rights
whatsoever as a securityholder of EROS other
than the right to subscribe for and purchase
Units on the terms and conditions described
herein.
We are authorized to issue an unlimited
number
of
Common
Shares
of
which
48,446,887 are issued and outstanding as of
the date hereof. Holders of Common Shares
are entitled to dividends if, as and when
declared by our directors, to one vote per
share at meetings of our Shareholders and,
upon liquidation, to receive such assets of
EROS
as
are
distributable
to
the
Shareholders.
Each Warrant is exercisable into one Common
Share at a price of $0.15 per share for a period
of 12 months from the issuance date of the
Units, subject to early expiry in the event the
20-day weighted average trading price of the
Common Shares exceeds $0.30.
What are the minimum and maximum
number or amount of Units that may be
issued under the Rights Offering?
A maximum of 48,446,887 Units will be issued
under the Rights Offering. There is no
minimum amount for the Rights Offering.
Where will the Rights and the securities
issuable upon the exercise of the Rights
be listed for trading?
The Common Shares are listed on the TSX
Venture Exchange (the “TSXV”) under the
trading symbol “ERC”.

Page 4

The Rights will trade on the TSXV under the trading symbol “ERC.RT” until 10:00 a.m. (Saskatoon time) on the Rights Expiry Date. The Warrants will not be listed on any exchange.

FORWARD-LOOKING STATEMENTS

This Circular contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that we believe, expect or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forwardlooking statements in this Circular include, without limitation, statements with respect to: our expectations regarding the estimated costs of the Rights Offering and the net proceeds to be available upon completion; and the use of proceeds from the Rights Offering and the availability of funds from sources other than the Rights Offering

Forward-looking statements are subject to a number of risks and uncertainties that may cause our actual results to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, us. Factors that could cause actual results or events to differ materially from current expectations include, among other things, uncertainties relating to the availability and cost of funds; closing the Rights Offering; delays in obtaining or failure to obtain required approvals to complete the Rights Offering; the uncertainty associated with estimating costs to complete the Rights Offering, including those yet to be incurred; potential risks and uncertainties relating to the ultimate geographic spread of the novel coronavirus (COVID-19), the severity of the disease, the duration of the COVID-19 outbreak, actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact and the potential negative impacts of COVID-19 on the global economy and financial markets; and other risks related to our business and the Rights Offering.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty.

Page 5

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Rights Offering?

The Company estimates that it will have the following funds available after giving effect to the Rights Offering:


ghts

Offering:
Assuming
15% of
Rights
Offering
Assuming
50% of
Rights
Offering
Assuming
75% of
Rights
Offering
Assuming
100% of
Rights
Offering
A Amount to be
raised by Rights
Offering
$363,351.65 $1,211,172.18 $1,816,758.26 $2,422,344.35
B Selling
commissions and
fees
$0 $0 $0 $0
C Estimated offering
costs (e.g., legal,
accounting, audit)
$50,000 $50,000 $50,000 $50,000
D Available funds:
D=(A – (B+C)
$313,351.65
$1,161,172.18

$1,766,758.26

$2,372,344.35
E Additional sources
of funding required
$0 $0 $0 $0
F Working capital
deficiency
$0 $0 $0 $0
G Total: G=(D+E) - F $313,351.65 $1,161,172.18 $1,766,758.26 $2,372,344.35

As at March 30, 2020, the Company did not have a working capital deficiency.

How will we use the available funds?

We plan to use the available funds from the Rights Offering primarily to make strategic tax advantaged investments that will grow the value of our asset portfolio, while reducing future income tax liabilities. Available funds will also be used to maintain the Bell Mountain project and for general corporate purposes. The specific use of proceeds is as follows:

Page 6

Description
of intended
use of
available
funds listed
in order of
priority
Assuming 15%
of Rights
Offering
Assuming 50%
of Rights
Offering
Assuming 75% of
Rights Offering
Assuming 100%
of Rights
Offering
Tax-
advantaged
investment
$200,000.00 $1,000,000.00 $1,400,000.00 $2,000,000.00
Maintenance
of Bell
Mountain
project
$100,000.00 $100,000 $300,000.00 $300,000.00
General
corporate
purposes
$13,351.65 $61,172.18 $66,758.26 $72,344.35
Total: $313,351.65 $1,161,172.18 $1,766,758.26 $2,372,344.35

We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons.

How long will the available funds last?

We expect the Rights Offering will be sufficient to meet our working capital requirements for the 12 months following the date of this Circular.

INSIDER PARTICIPATION

Will insiders be participating?

The Company believes that its directors and senior officers who own Common Shares intend to exercise all of their Rights to purchase Units under their Basic Subscription Privilege, and may exercise additional Rights, to the extent they are available.

This reflects the intentions of such “insiders” (as defined in applicable Canadian securities legislation) as of the date hereof to the extent such intentions are reasonably known to the Company; however, such insiders may alter their intentions before the Expiry Time on the Rights Expiry Date. No assurance can be given that the respective insiders will exercise their Rights to acquire Units. As at the date hereof, insiders of the Company, own or exercise control or direction over, directly or indirectly, 7,291,904 Common Shares, representing approximately 15.04% of the issued and outstanding Common Shares. In the event that these Shareholders purchase 7,291,904 Units pursuant to the Basic Subscription Privilege, these Shareholders would own an aggregate of 14,583,808 Common Shares.

Page 7

Who are the holders of 10% or more of our securities before and after the Rights Offering?

To the knowledge of the directors and senior officers of EROS, as at the date hereof, no person or company beneficially owns, directly or indirectly, or controls or directs more than 10% of any class of EROS’s voting securities, other than as set out below.

Name Holdings
of
Common
Shares
before the Rights Offering (non-
diluted)
Holdings after the Rights
Offering (non-diluted)
Ron Netolitzky1 5,224,654
(10.78%)2
10,449,308 Common Shares
(10.78%)3
  • (1) Also holds 775,000 Common Share purchase options, including the following:

  • a. 225,000 exercisable at $0.1733 until June 3, 2020

  • b. 150,000 exercisable at $0.20 until August 16, 2021

  • c. 100,000 exercisable at $0.165 until August 29, 2022

  • d. 300,000 exercisable at $0.08 until July 30, 2024

  • (2) Based on 48,446,887 issued and outstanding Common Shares.

  • (3) Based on 96,893,774 issued and outstanding Common Shares, assuming the issuance of 100% of the Units under the Rights Offering pursuant to a full exercise of the Shareholder’s Basic Subscription Privilege.

DILUTION

If you do not exercise your Rights, by how much will your security holdings be diluted?

If you wish to retain your current percentage ownership of the Common Shares, you should exercise your Rights and pay the Subscription Price for the Units to which you are entitled under the Basic Subscription Privilege. If you fail to do so, your percentage ownership of the Common Shares will be diluted by approximately 50%.

As an illustration, if you own 1,000,000 Common Shares on the Record Date, fail to exercise your right to purchase 1,000,000 Units under the Rights Offering, and all other Shareholders fully exercise their Basic Subscription Privilege and Additional Subscription Privilege (i.e., the Company issues 48,446,887 Units), your percentage ownership of the issued and outstanding Common Shares will change from 2.06% to 1.03%.

STAND-BY COMMITMENT

There will be no stand-by guarantor in respect of the Rights Offering.

Page 8

MANAGING DEALER, SOLICITING DEALER, AND UNDERWRITING CONFLICTS

There will be no managing dealer or soliciting dealer in respect of the Rights Offering.

HOW TO EXERCISE THE RIGHTS

How does a security holder that is a registered holder participate in the Rights Offering?

If you are a registered holder of Common Shares, a certificate (the “ Rights Certificate ”) representing the total number of transferable Rights to which you are entitled as of the Record Date has been mailed to you with a copy of the Notice. To exercise the Rights represented by the Rights Certificate, you must complete and deliver the Rights Certificate in accordance with the instructions set out below. Rights not exercised at or prior to 5:00 p.m. (Toronto time) on the Rights Expiry Date (the “ Expiry Time ”) will be void and of no value. The method of delivery is at the discretion and risk of the holder of the Rights Certificate and delivery to the Rights Agent will only be effective when actually received by the Rights Agent at its office. See “ Appointment of Rights Agent – Who is the Rights Agent? ” Rights Certificates and payments received after the Expiry Time will not be accepted.

In order to exercise your Rights you must:

1. Complete and sign Form 1 on the Rights Certificate . The maximum number of Rights that you may exercise under the Basic Subscription Privilege is shown in the box on the upper right hand corner of the face of the Rights Certificate. If you complete Form 1 so as to exercise some but not all of the Rights evidenced by the Rights Certificate, you will be deemed to have waived the unexercised balance of such Rights, unless you otherwise specifically advise the Rights Agent at the time the Rights Certificate is surrendered to the Rights Agent.

2. Additional Subscription Privilege . Complete and sign Form 2 on the Rights Certificate only if you also wish to participate in the Additional Subscription Privilege. SeeHow to Exercise the Rights? – What is the Additional Subscription Privilege and how can you exercise this privilege?

3. Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. In order to purchase one Unit, you must own one (1) Right and pay a price of $0.05 per Unit. In addition to the amount payable for any Units you wish to purchase under the Basic Subscription Privilege, you must also pay the amount required for any Units subscribed for under the Additional Subscription Privilege.

4. Delivery . Deliver or mail the completed Rights Certificate and payment in the enclosed return envelope addressed to the Rights Agent so that it is received before the Expiry Time. If you are mailing your documents, registered mail is recommended. Please allow sufficient time to avoid late delivery.

By Hand or Courier to: 8th Floor, 100 University Ave. Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

By Mail to: P.O. Box 7021 31 Adelaide St. E. Toronto, Ontario M5C 3H2 Attention: Corporate Actions

Page 9

The signature of the Rights Certificate holder must correspond in every particular with the name that appears on the face of the Rights Certificate.

Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Rights Agent. We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription in our sole discretion. Subscriptions are irrevocable. We reserve the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Units pursuant thereto could be unlawful. We also reserve the right to waive any defect in respect of any particular subscription. Neither we nor the Rights Agent is under any duty to give any notice of any defect or irregularity in any subscription, nor will we be liable for the failure to give any such notice.

How does a security holder that is not a registered holder participate in the Rights Offering?

You are a beneficial Eligible Holder if you hold your Common Shares through a securities broker or dealer, bank or trust company or other participant (a “ Participant ”) in the book-based system administered by CDS Clearing and Rights Agent Services Inc. (“ CDS ”). The total number of Rights to which all beneficial Eligible Holders as of the Record Date are entitled will be issued to CDS and will be deposited with CDS following the Record Date. We expect that each beneficial Eligible Holder will receive a confirmation of the number of Rights issued to it from the applicable Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights.

Neither we nor the Rights Agent will have any liability for (i) the records maintained by CDS or Participants relating to the Rights or the book-entry accounts maintained by them, (ii) maintaining, supervising or reviewing any records relating to such Rights, or (iii) any advice or representations made or given by CDS or Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or Participants.

If you are a beneficial Eligible Holder:

  1. to exercise your Rights held through a Participant, you must instruct such Participant to exercise all or a specified number of such Rights, and forward to such Participant, the Subscription Price for each Unit that you wish to subscribe for; and

  2. you may subscribe for Additional Units pursuant to the Additional Subscription Privilege by instructing such Participant to exercise the Additional Subscription Privilege in respect of the number of Additional Units you wish to subscribe for, and forwarding to such Participant the Subscription Price for such Additional Units requested.

Any excess funds will be returned to the applicable Participant for the account of the beneficial holder, without interest or deduction.

Can I combine, exchange or divide my Rights Certificate?

Rights Certificates may be combined, divided or exchanged by delivering such Rights Certificates, accompanied by appropriate instructions or a completed Form 4 on the Rights Certificate, to the office listed under the heading “ Appointment of Rights Agent – Who is the Rights Agent? ”. Rights

Page 10

Certificates must be surrendered for division, combination or exchange by such date as will permit new Rights Certificates to be issued and used by the holder thereof prior to the Expiry Time.

Who is eligible to receive Rights?

The Rights Offering is only being made to Eligible Holders. The Rights are not being offered to persons who are or appear to be, or we have reason to believe are, resident in Ineligible Jurisdictions, nor will we accept subscriptions from any Shareholder or from any transferee of Rights who is or appears to be, or who we have reason to believe is, resident in an Ineligible Jurisdiction. Rights Certificates will not be distributed to any Shareholders whose addresses of record are in any Ineligible Jurisdiction (“ Ineligible Holders ”). Rights may not be exercised by or on behalf of an Ineligible Holder. CDS or Participants may not issue Rights to Ineligible Holders.

Shareholders will be presumed to be resident in the place of their registered address, unless the contrary is shown to our satisfaction. A registered Ineligible Holder whose address of record is outside the Eligible Jurisdictions but who holds Common Shares on behalf of a holder who is eligible to participate in the Rights Offering must notify us, in writing, on or before the tenth day prior to the Rights Expiry Date if such beneficial holder wishes to participate in the Rights Offering.

Rights delivered to brokers, dealers or other intermediaries may not be delivered by those intermediaries to beneficial Shareholders who are resident in Ineligible Jurisdictions. Intermediaries receiving Rights that would otherwise be deliverable to Ineligible Holders may attempt to sell those Rights for the accounts of such Ineligible Holders and should deliver the proceeds of sale to such persons.

What is the Additional Subscription Privilege and how can you exercise this privilege?

A holder of a Rights Certificate who is not an Ineligible Holder and who has exercised all the Rights evidenced by such Rights Certificate may subscribe for Additional Units, if available, at the Subscription Price. Additional Units will be allocated from those Units, if any, available as a result of Rights that are unexercised by the Expiry Time. A holder who exercises the Additional Subscription Privilege will receive the lesser of (i) the number of Units that holder subscribes for under the Additional Subscription Privilege, and (ii) the number of Units that is equal to the aggregate number of Units available through unexercised Rights multiplied by the quotient of the number of Rights previously exercised by such holder under the Rights Offering divided by the aggregate number of Rights previously exercised under the Rights Offering by holders of Rights that have subscribed for Units under the Additional Subscription Privilege.

A Rights holder may subscribe for Additional Units by (i) completing Form 2 on the Rights Certificate, and (ii) delivering the Rights Certificate, together with payment for those Additional Units, to the Rights Agent on or before the Expiry Time. If payment for all Additional Units subscribed for pursuant to the Additional Subscription Privilege does not accompany the subscription, the over-subscription will be invalid.

If the Rights Offering is fully subscribed, then the funds included for any over-subscriptions will be returned by us to the relevant Shareholders. If the Rights Offering is not fully subscribed, certificates representing the Common Shares and the Warrants due to Eligible Holders as a result of an exercise of the Additional Subscription Privilege will be delivered by us together with the certificates representing such securities due to those Shareholders pursuant to their subscriptions in accordance with the Basic Subscription Privilege. In addition, we will return to any oversubscribing Shareholder within 30 calendar days of the Rights Expiry Date any excess funds paid

Page 11

in respect of an over subscription for Units where the number of Additional Units available to that Shareholder is less than the number of Additional Units subscribed for. No interest will be payable by us in respect of any excess funds returned to Shareholders.

How does a Rights holder sell or transfer Rights?

The Rights will trade on the TSXV under the trading symbol “ERC.RT” until 12:00 p.m. (Toronto time) on the Rights Expiry Date. Holders of Rights Certificates not wishing to exercise their Rights may sell or transfer them directly or through their securities broker or dealer at the Shareholder’s expense, subject to any applicable resale restrictions. Rights Certificates will not be registered in the name of an Ineligible Holder. Holders of Rights Certificates may elect to exercise only a part of their Rights and dispose of the remainder, or dispose of all of their Rights. Any commission or other fee payable in connection with the exercise or any trade of Rights is the responsibility of the holder of such Rights. Depending on the number of Rights a holder may wish to sell, the commission payable in connection with a sale of Rights could exceed the proceeds received from such sale.

When can you trade securities issuable upon the exercise of your Rights?

The Common Shares underlying the Units issuable upon the exercise of your Rights will be listed on the TSXV under the trading symbol “ERC” and will be available for trading on or about August 12, 2020. The Warrants, when issued, are not expected to be listed on any stock exchange.

Are there restrictions on the resale of securities?

The Rights and Units issuable upon exercise of Rights distributed to Shareholders in the Eligible Jurisdictions may be resold without hold period restrictions under applicable securities laws of the Eligible Jurisdictions provided that: (i) the sale is not by a “control person” of EROS; (ii) no unusual effort is made to prepare the market or create a demand for the securities being resold; (iii) no extraordinary commission or consideration is paid to a person or company in respect of the resale; and (iv) if the selling security holder is an insider or officer of EROS, the selling security holder has no reasonable grounds to believe that EROS is in default of securities legislation.

The Rights and Units issuable upon the exercise thereof may not be offered, sold, pledged or transferred, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person.

Will we issue fractional underlying securities upon exercise of the Rights?

No fractional Warrants will be issued upon the exercise of the Rights. Any fractional entitlements to subscribe for Warrants described herein will be rounded down to the next lowest whole number of Warrants, and no cash or other consideration will be paid in lieu.

APPOINTMENT OF RIGHTS AGENT

Who is the Rights Agent?

Computershare Investor Services Inc. is the rights agent for the Rights Offering. The Rights Agent has been appointed to receive subscriptions and payments from holders of Rights and to perform the services relating to the exercise and transfer of the Rights. The following office of the Rights

Page 12

Agent has been appointed to perform these services: Computershare Investor Services Inc., 100 University Avenue, 8th floor, Toronto, ON M5J 2Y1, Attention: Corporate Actions.

ADDITIONAL INFORMATION

Where can you find more information about us?

You can access our continuous disclosure documents filed with Canadian securities regulators under our issuer profile at www.sedar.com. You can also find additional information about us at https://www.erosresourcescorp.com/.

MATERIAL FACTS AND MATERIAL CHANGES

Except as noted below, there is no material fact or material change about the Corporation that has not been generally disclosed.

The COVID-19 pandemic and efforts to contain its spread have recently resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, reductions and other changes, and quarantines, as well as considerable general concern and uncertainty. Significant uncertainty remains with respect to the impact of the COVID-19 pandemic on our business. As a result, while we expect that our financial results for 2020 will be negatively impacted by continued COVID-19-related disruptions, we cannot currently estimate the severity of any such impact, which may be material. The overall severity and duration of COVID19-related adverse impacts on our business will depend on future developments which cannot currently be predicted, including directives of government and public health authorities, the deterioration of worldwide credit and financial markets that could limit our ability to obtain external financing to fund our operations and capital expenditures, impairments and/or write-downs of assets, the speed at which our suppliers and logistics providers can return to full production, the status of labour availability and the ability to staff our operations and facilities. Even after the COVID-19 outbreak has subsided, we may continue to experience material adverse impacts to our businesses as a result of its global economic impact, including any related recession.

We are actively assessing and responding, where possible, to the effects of the COVID-19 pandemic on employees, customers, suppliers and service providers, and evaluating governmental actions being taken to curtail its spread. We have successfully adopted a mandatory work-from-home program and as substantially all of our day-to-day activities can be fully performed by personnel working remotely, we are able to remain fully operational during this period. We are also taking measures to manage costs, including a reduction of operating expenses and the exploration of applicable government programs.