ESSA Pharma Inc. (Form: F-3, Received: 01/22/2018 17:27:36)

As Filed with the Securities and Exchange Commission on January 22, 2018

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ESSA PHARMA INC.

(Exact name of Registrant as specified in its charter)

British Columbia

Not Applicable

(Province or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

Suite 720, 999 West Broadway

Vancouver, British Columbia V5Z 1K5

(778) 331-0962

(Address and telephone number of Registrants’ principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service)

Copies to:


Riccardo A. Leofanti, Esq.		Joseph A. Garcia, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP		Blake, Cassels & Graydon LLP
222 Bay Street		595 Burrard Street
Toronto, Ontario M5K 1J5		Vancouver, British Columbia V7X 1L3
(416) 777-4700		(604) 631-3300

Approximate date of commencement of proposed sale of the securities to the public:

From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price per Common Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares ⁽²⁾	2,727,272	US$0.21 ⁽³⁾	US$527,727	US$66
Common Shares ⁽⁴⁾	2,719,410	US$0.21 ⁽³⁾	US$571,076	US$71
Common Shares ⁽⁵⁾	60,095,000	US$0.21 ⁽³⁾	US$12,619,950	US$1,571
Common Shares ⁽⁶⁾	4,545,452	US$3.30 ⁽⁷⁾	US$14,999,992	US$1,867
Common Shares ⁽⁸ ⁾	43,780,000	US$0.21 ⁽⁹⁾	US$9,193,800	US$1,145
Total	113,867,134		US$37,912,545	US$4,720 ⁽¹⁰⁾

(1)

Pursuant to Rule 416(a) under the United States Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional number of common shares of the registrant that may be issued from time to time to prevent dilutions as a result of stock splits, stock dividends or similar transactions.

(2)	Comprised of 2,727,272 common shares issued to certain selling shareholders in connection with a private placement completed by the registrant on January 14, 2016.

(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c), based on the average of the high and low prices of the registrant’s common shares on the Nasdaq Capital Market on January 16, 2018.

(4)	Comprised of 2,719,410 common shares issued to certain selling shareholders in connection with a private placement completed by the registrant on March 21, 2016.

(5)	Comprised of 60,095,000 common shares issued to certain selling shareholders in connection with a private placement completed by the registrant in two tranches on January 9, 2018 and January 16, 2018.

(6)	Comprised of 4,545,452 common shares issuable to certain selling shareholders upon the exercise of common share warrants issued to certain selling shareholders in connection with a private placement completed by the registrant on January 14, 2016.

(7)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(g)(1) of the Securities Act based on the exercise price for the common share purchase warrants.

(8)	Comprised of 43,780,000 common shares issuable to certain selling shareholders upon the exercise of pre-funded common share warrants issued to certain selling shareholders in connection with a private placement completed by the registrant in two tranches on January 9, 2018 and January 16, 2018.

(9)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(g)(2) of the Securities Act based on the offering price of securities of the same class included in the registration statement.

(10)	Pursuant to Rule 457(p) under the Securities Act, US$4,720 of the US$10,070 filing fee paid by the registrant for the Registration Statement on Form F-10 (File No. 333-208563) initially filed with the Commission on December 15, 2015 is offset against the current filing fee.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine .

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated January 22, 2018

PROSPECTUS

LOGO

ESSA PHARMA INC.

113,867,134 Common Shares

This prospectus covers 113,867,134 common shares of ESSA Pharma Inc. that may be offered for resale by the selling shareholders identified in the “Selling Shareholders” section in this prospectus.

No securities are being offered or sold by us pursuant to this prospectus, and we will not receive any of the proceeds from the sale of the shares by the selling shareholders. We will not receive any cash proceeds from the selling shareholders in connection with the exercise of the warrants issued pursuant to the January 2018 Offering (as defined below), which will be effected on a “net” or “cashless” basis. We will, however, receive the proceeds from any exercise of the seven-year warrants issued pursuant to the January 2016 Offering (as defined below).

Our common shares are listed on the TSX Venture Exchange (the “TSX-V”) under the symbol “EPI” and the Nasdaq Capital Market (the “Nasdaq”) under the symbol “EPIX.” On January 19, 2018, the closing price of our common shares was C$0.30 on the TSX-V and US$0.24 on the Nasdaq.

The selling shareholders may, from time to time, sell, transfer or otherwise dispose of any or all of their common shares directly to purchasers or through broker-dealers or agents. The common shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. See “Plan of Distribution” beginning on page 17 for more information about how the selling shareholders may sell or dispose of their shares. We do not know when or in what amount the selling shareholders may offer the shares for sale. The selling shareholders may sell any, all or none of the shares offered by this prospectus.

An investment in our common shares involves a high degree of risk. Before purchasing any common shares, you should consider carefully the risks described under “ Risk Factors ” beginning on page 2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2018.

TABLE OF CONTENTS


	Page
THE COMPANY		1
RECENT DEVELOPMENTS		1
RISK FACTORS		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATE DATA		6
USE OF PROCEEDS		6
DIVIDEND POLICY		6
OFFER AND LISTING DETAILS		6
DESCRIPTION OF SHARE CAPITAL		7
INCOME TAX CONSIDERATIONS		9
SELLING SHAREHOLDERS		14
PLAN OF DISTRIBUTION		17
EXPENSES		19
WHERE YOU CAN GET MORE INFORMATION		19
INCORPORATION BY REFERENCE		19
LEGAL MATTERS		20
EXPERTS		20

You should rely only on the information contained or incorporated by reference in this prospectus or to which we have referred you. We and the selling shareholders have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information contained in this prospectus may only be accurate as of the date of this prospectus and the information contained in any document incorporated by reference in this prospectus is accurate only as of the date of that document, regardless of the time of delivery of this prospectus or any sale of the common shares. Our business, financial condition, results of operations and prospects may have changed since those dates.

References in this prospectus to “ESSA”, “we”, “us”, and “our” refer to ESSA Pharma Inc. and its subsidiaries, unless otherwise specified.

THE COMPANY

We are a preclinical stage pharmaceutical company focused on developing novel and proprietary therapies for the treatment of prostate cancer in patients whose disease is progressing despite treatment with current therapies.

Further details concerning our business, including information with respect to our assets, operations and development history, are provided in our Annual Report on Form 20-F and the other documents incorporated by reference into this prospectus. See “Documents Incorporated by Reference.” You are encouraged to thoroughly review the documents incorporated by reference into this prospectus as they contain important information concerning our business and our prospects.

Our registered and records office is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, Canada V7X 1L3. Our head office is located at Suite 720 - 999 West Broadway, Vancouver, British Columbia, Canada V5Z 1K5.

We have one wholly-owned subsidiary, ESSA Pharmaceuticals Corp., existing under the laws of the State of Texas.

RECENT DEVELOPMENTS

As of November 24, 2017, our common shares were delisted from the Toronto Stock Exchange and began trading on the TSX-V as of November 27, 2017 under the symbol “EPI.”

On January 9, 2018, we completed a public offering in Canada and private placement in the United States (the “January 2018 Offering”) of 68,545,000 common shares at a price of US$0.20 per common share and 33,080,000 pre-funded warrants at a price of US$0.20 per warrant (the “First Tranche 2018 Warrants”), for aggregate gross proceeds to us of approximately US$20,325,000. Each First Tranche Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one common share until 4:30 p.m. (Toronto time) on the date that is 60 months from January 9, 2018 for a nominal exercise price of US$0.0001. The First Tranche Warrants may only be exercised on a “net” or “cashless” basis.

On January 9, 2018, we also completed a concurrent private placement to certain of our directors of 3,375,000 common shares at a price of US$0.20 per common share, for aggregate gross proceeds to us of US$675,000.

On January 16, 2018, we completed, on a private placement basis, the second closing of the January 2018 Offering of an additional 9,300,000 common shares at a price of US$0.20 per common share and an additional 10,700,000 pre-funded warrants at a price of US$0.20 per warrant (the “Second Tranche 2018 Warrants”), for aggregate gross proceeds to us of approximately US$4,000,000. We refer to the First Tranche 2018 Warrants and the Second Tranche 2018 Warrants in this prospectus as the “2018 Warrants.” Each Second Tranche Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one common share until 4:30 p.m. (Toronto time) on the date that is 60 months from January 16, 2018 for a nominal exercise price of US$0.0001. The Second Tranche Warrants may only be exercised on a “net” or “cashless” basis. Collectively, between the first and second closing, we issued 77,845,000 common shares and 43,780,000 2018 Warrants for aggregate gross proceeds to us of approximately US$24,325,000 pursuant to the January 2018 Offering. Furthermore, on January 16, 2018, our agent in the January 2018 Offering partially exercised its over-allotment option for 5,200,000 additional common shares for additional proceeds to us of US$1,040,000.

RISK FACTORS

Investing in our common shares involves risks. Before investing in any common shares offered pursuant to this prospectus, you should carefully consider the risk factors and uncertainties set forth under the heading “Item 3.D. Risk Factors” in our Annual Report on Form 20-F for the year ended September 30, 2017, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange Act and, if applicable, in any accompanying prospectus supplement subsequently filed relating to a specific offering or sale.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference herein, contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements relating to:

•

our ability to obtain funding for operations, including research funding;

•

the initiation, timing, cost, progress and success of our research and development programs, preclinical studies and clinical trials;

•

the therapeutic benefits, properties, effectiveness and safety of our potential future product candidates, including the expected benefits, properties, effectiveness and safety of our next-generation Aniten compounds;

•

our ability to advance potential future product candidates into, and successfully complete, clinical trials;

•

our ability to achieve profitability;

•

our ability to recruit sufficient numbers of patients for future clinical trials, and the benefits expected therefrom;

•

our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

•

the implementation of our business model and strategic plans;

•

our ability to identify, develop and commercialize product candidates;

•

our commercialization, marketing and manufacturing capabilities and strategy;

•

our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

•

our expectations regarding federal, state, provincial and foreign regulatory requirements, including our plans with respect to anticipated regulatory filings;

•

whether we will receive, and the timing and costs of obtaining, regulatory approvals in the United States, Canada, the European Union and other jurisdictions;

•

the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our potential future product candidates;

•

the rate and degree of market acceptance and clinical utility of our potential future product candidates, if any;

•

the timing of, and our ability and our collaborators’ ability, if any, to obtain and maintain regulatory approvals for our potential future product candidates;

•

our expectations regarding market risk, including interest rate changes and foreign currency fluctuations;

•

our ability to engage and retain the employees required to grow our business;

•

the compensation that is expected to be paid to our employees;

•

our future financial performance and projected expenditures;

•

developments relating to our competitors and our industry, including the success of competing therapies that are or may become available; and

•

estimates of our expenses, future revenue, capital requirements and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies, many of which, with respect to future events, are subject to change. The factors and assumptions used by us to develop such forward-looking statements include, but are not limited to:

•

our ability to identify a product candidate;

•

our ability to obtain approval to commence a clinical trial;

•

our ability to obtain positive results of our research and development activities, including clinical trials;

•

our ability to obtain required regulatory approvals;

•

our ability to successfully out-license or sell our future products, if any, and in-license and develop new products;

•

favorable general business and economic conditions;

•

the availability of financing on reasonable terms;

•

our ability to attract and retain skilled staff;

•

market competition;

•

the products and technology offered by our competitors; and

•

our ability to protect patents and proprietary rights.

By their very nature, forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or information. In evaluating these statements, prospective purchasers should specifically consider various factors, including the risks outlined herein and in documents incorporated by reference herein and therein, under the heading “Risk Factors.” Some of these risks and assumptions include, among others:

•

risks related to the continued listing of our common shares on the Nasdaq;

•

uncertainty as to our ability to raise additional funding;

•

our ability to continue as a going concern;

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our incurrence of significant losses in every quarter since our inception and anticipation that we will continue to incur significant losses in the future;

•

risks related to raising additional capital, which may include dilution to our existing shareholders, restrictions on our operations or requirements to relinquish rights to our technologies or any future product candidates;

•

our limited operating history;

•

risks related to our ability to comply with the CPRIT Grant Agreement between the Cancer Prevention and Research Institute of Texas and us, dated July 9, 2014;

•

uncertainty as to our ability to generate sufficient cash to service our indebtedness, which currently consists of our capital term loan facility with Silicon Valley Bank;

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our ability to identify a product candidate through preclinical studies;

•

our future success is dependent primarily on identification through preclinical studies, regulatory approval and commercialization of a product candidate;

•

risks related to our ability to continue to license our product candidates or technology from third parties;

•

uncertainty related to our ability to obtain required regulatory approvals for our proposed products;

•

our ability to successfully develop potential future product candidates in a timely manner;

•

our ability to successfully commercialize future product candidates;

•

the possibility that our potential future product candidates may have undesirable side effects;

•

risks related to clinical drug development;

•

risks related to our ability to conduct a clinical trial or submit a future New Drug Application/New Drug Submission or Investigational New Drug/Clinical Trial Application;

•

risks related to our ability to enroll subjects in clinical trials;

•

risks that the U.S. Food and Drug Administration may not accept data from trials conducted in such locations outside the United States;

•

risks related to our ongoing obligations and continued regulatory review;

•

risks related to potential administrative or judicial sanctions;

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the risk of increased costs associated with prolonged, delayed or terminated clinical trials;

•

risks related to our failure to obtain regulatory approval in international jurisdictions;

•

risks related to recently enacted and future legislation in the United States that may increase the difficulty and cost for us to obtain marketing approval of, and commercialize, our potential future products and affect the prices we may obtain;

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risks related to new legislation, new regulatory requirements and the continuing efforts of governmental and third party payors to contain or reduce the costs of healthcare;

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the risk that third parties may not carry out their contractual duties;

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the possibility that our relationships with contract research organizations may terminate;

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risks related to our lack of experience manufacturing product candidates on a large clinical or commercial scale and our lack of manufacturing facility;

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our reliance on proprietary technology;

•

we may not be able to protect our intellectual property rights throughout the world;

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claims by third parties asserting that we, or our employees have misappropriated their intellectual property, or claiming ownership of what we regard as our intellectual property;

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risks related to our ability to manage growth;

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risks related to our ability to attract and maintain highly-qualified personnel;

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risks related to potential conflicts of interest between us and our directors and officers;

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competition from other biotechnology and pharmaceutical companies;

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risks related to movements in foreign currency exchange rates;

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third-party coverage and reimbursement and health care cost containment initiatives and treatment guidelines may constrain our future revenues;

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risks related to our ability to convince public payors and hospitals to include our potential future products on their approved formulary lists;

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risks related to our ability to establish an effective sales force and marketing infrastructure, or enter into acceptable third-party sales and marketing or licensing arrangements;

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risks related to our ability to achieve or maintain expected levels of market acceptance for our products;

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risks related to our ability to realize benefits from acquired businesses or products or form strategic alliances in the future;

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risks related to collaborations with third parties;

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risks that employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could cause significant liability us and harm our reputation;

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risks related to product liability lawsuits;

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risks related to computer system failures;

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business disruptions that could seriously harm our future revenues and financial condition and increase our costs and expenses;

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compulsory licensing and/or generic competition;

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risks related to our dependence on the use of information technologies;

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risks related to the increased costs and effort as a result of us being a public company;

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risks inherent in foreign operations;

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laws and regulations governing international operations may preclude us from developing, manufacturing and selling certain product candidates outside of the United States and Canada and require us to develop and implement costly compliance programs;

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risks related to laws that govern fraud and abuse and patients’ rights;

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risks related to our ability to comply with environmental, health and safety laws and regulations;

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risks related to the different disclosure obligations for a U.S. domestic reporting company and a foreign private issuer such as us;

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risks relating to our ability to maintain our status as a foreign private issuer in the future;

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the risk that we could become a “passive foreign investment company;”

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risks related to our status as an emerging growth company;

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risks related to United States investors’ ability to effect service of process or enforcement of actions against us;

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risks related to our dividend policy;

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risks associated with future sales of our securities;

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risks related to our ability to implement and maintain effective internal controls;

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risks related to our ability to maintain an active trading market for our common shares;

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share price volatility associated with our thinly traded common shares;

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risks related to market price and trading volume volatility; and

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risks related to analyst coverage.

Should one or more of these risks or uncertainties or a risk that is not currently known to us materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those expressed or implied herein. These forward-looking statements are made as of the date of this prospectus or, in the case of documents incorporated by reference in this prospectus, as of the date of such documents, and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. Investors are cautioned that forward-looking statements are not guarantees of future performance and investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty.

PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATE DATA

Unless indicated otherwise, financial information in this prospectus, including the documents incorporated by reference herein, has been prepared in accordance with International Financial Reporting Standards, which differs in some significant respects from generally accepted accounting principles in the United States, or U.S. GAAP, and thus this financial information may not be comparable to the financial statements of U.S. companies.

We use the United States dollar as our reporting currency. The following table sets forth for each period indicated: (1) the low and high exchange rates during such period; (2) the exchange rates in effect at the end of the period; and (3) the average exchange rates for such period, for one Canadian dollar, expressed in U.S. dollars, as quoted by the Bank of Canada. The average exchange rate is calculated on the last business day of each month for the applicable period.


	Year Ended September 30,
	2015		2016		2017
Low		0.7455		0.6854		0.7276
High		0.8980		0.7972		0.8245
Period End		0.7466		0.7624		0.8013
Average		0.8136		0.7565		0.7626

The following table sets forth, for each of the last six months, the low and high closing exchange rates and the closing exchange rate at the end of the month for Canadian dollars expressed in United States dollars, as quoted by the Bank of Canada:


	Last Six Months
	July		August		September		October		November		December
Low		0.7703		0.8012		0.8013		0.7756		0.7759		0.7760
High		0.8034		0.7840		0.8245		0.8018		0.7885		0.7971
End of Month		0.8010		0.7977		0.8013		0.7756		0.7759		0.7971

On January 19, 2018, the exchange rate was Cdn$1.00=US$0.8026.

USE OF PROCEEDS

We will not receive any of the proceeds from the common shares sold by the selling shareholders. We will not receive any cash proceeds from the selling shareholders in connection with the exercise of the 2018 Warrants issued pursuant to the January 2018 Offering, which will be effected on a “net” or “cashless” basis. We will, however, receive the proceeds from any exercise of the warrants issued pursuant to the January 2016 Offering (as defined below). We have agreed to pay all expenses in connection with the registration of the common shares offered by the selling shareholders. Normal underwriting commissions and brokers fees, however, as well as any applicable transfer taxes and other selling expenses, are payable by the selling shareholders.

DIVIDEND POLICY

Our dividend policy is set forth under the heading “Item 8.A. Consolidated Statements and Other Financial Information” in our annual report on Form 20-F for the year ended September 30, 2017, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange Act.

OFFER AND LISTING DETAILS

The selling shareholders may, from time to time, make sales of common shares at fixed prices or at negotiated prices. See “Plan of Distribution.”

The common shares are listed on the TSX-V (trading symbol: EPI) and the Nasdaq (trading symbol: EPIX). The following tables sets forth, for the calendar periods indicated, the high and low trading prices of the common shares as reported on the TSX-V and the Nasdaq prior to the filing of this prospectus.

TSX-V


Month	Monthly High Price (C$)		Monthly Low Price (C$)
November 2017 ⁽¹⁾		0.45		0.315
December 2017		0.34		0.22
January 2018 ⁽²⁾		0.30		0.25

Notes:

(1)	As reported on the TSX (for the period up to and including November 24, 2017) or TSX-V (after and including November 27, 2017).

(2)	From January 1, 2018 to January 19, 2018, the last trading day prior to the date of this prospectus.

Nasdaq


Month	Monthly High Price (US$)		Monthly Low Price (US$)
November 2017		0.37		0.24
December 2017		0.26		0.15
January 2018 ⁽¹⁾		0.24		0.2081

Notes:

(1)	From January 1, 2018 to January 19, 2018, the last trading day prior to the date of this prospectus.

For additional listing details relating to our common shares, please see “Item 9. The Offer and Listing” section in our Annual Report on Form 20-F for the year ended September 30, 2017, which is incorporated by reference herein.

DESCRIPTION OF SHARE CAPITAL

Common Shares

We are authorized to issue an unlimited number of common shares, without par value. As of January 19, 2018, there were 115,521,889 common shares issued and outstanding, 3,542,219 common shares issuable upon exercise of outstanding stock options and 53,278,734 common shares issuable upon exercise of warrants.

Holders of common shares are entitled to receive notice of any meetings of our shareholders, and to attend and to cast one vote per common share at all such meetings. Holders of common shares are entitled to receive on a pro rata basis such dividends on the common shares, if any, as and when declared by our board of directors at its discretion, from funds legally available therefor, and, upon the liquidation, dissolution or winding up of the company, are entitled to receive on a pro rata basis the net assets of the company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with, the holders of common shares with respect to dividends or liquidation. The common shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

The history of our share capital is described in more detail above. See “Recent Developments.”

Registration Rights

Registration Rights Agreement – January 2016

Certain of the selling shareholders acquired common shares and warrants pursuant to the January 2016 Offering (as defined below). In connection with the transaction, we entered into a registration rights agreement with these selling shareholders on January 14, 2016, pursuant to which we agreed to file with the SEC a registration statement registering resales, from time to time, of the common shares and the common shares issuable upon the exercise of the warrants. Further, if we propose to file a registration statement with respect to an offering of our securities other than, among other things, a Form F-4, Form F-10 or their then equivalents relating to equity securities to be issued in connection with an acquisition or equity securities issued in connection with any employee benefit plan, then we must offer these selling shareholders the opportunity to include their common shares in such registration statement. We agreed to pay all expenses relating to the registration required under the registration rights agreement, except for the underwriting discounts and selling commissions payable by, and all legal fees and expenses of legal counsel for, any selling shareholder. We have filed the associated registration rights agreement that contains these selling shareholders’ registration rights as an exhibit to the registration statement of which this prospectus forms a part.

Subscription Agreements – March 2016

Certain of the selling shareholders acquired common shares pursuant to our private placement of 1,666,666 common shares on March 21, 2016. The same selling shareholders also acquired 682,178 common shares from certain of our directors on March 21, 2016. In connection with the transaction, we also entered into a subscription agreement with these selling shareholders, pursuant to which we agreed to file with the SEC a registration statement registering resales, from time to time, of the common shares. We agreed to pay all expenses relating to the registration required under the registration rights agreement. We have filed the form of subscription agreement that contains these selling shareholders’ registration rights as an exhibit to the registration statement of which this prospectus forms a part.

Second Amended and Restated Agency Agreement – January 2018

Certain of the selling shareholders acquired common shares and the 2018 Warrants pursuant to our private placement on January 9, 2018 and January 16, 2018. In connection with the January 2018 offering, we also entered into a second amended and restated agency agreement with the placement agent on January 5, 2018, pursuant to which we agreed to file with the SEC a registration statement registering resales, from time to time, of the common shares and the common shares issuable upon the exercise of the warrants. We have agreed under the agency agreement to pay all fees and expenses incident to such registration. We have filed the associated agency agreement that contains these selling shareholders’ registration rights as an exhibit to the registration statement of which this prospectus forms a part.

Transfer Agent and Registrar

The Canadian transfer agent and registrar for our common shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario. The U.S. transfer agent for our common shares is Computershare Trust Company, N.A. at its offices in Canton, MA, Jersey City, NJ and Louisville, KY.

INCOME TAX CONSIDERATIONS

The following summaries are of a general nature only and are not intended to be, nor should they be construed to be, legal or tax advice to any particular holder of common shares. Accordingly, holders should consult their own tax advisors for advice with respect to the income tax consequences to them of acquiring, holding and disposing of common shares having regard to their own particular circumstances.

United States Federal Income Tax Considerations

The following is a summary of the anticipated U.S. federal income tax consequences generally applicable to U.S. Holders (as defined below) of the ownership and disposition of the common shares. This summary addresses only holders who acquire and hold the common shares as “capital assets” (generally, assets held for investment purposes).

The following summary does not purport to address all U.S. federal income tax consequences that may be relevant to a U.S. Holder (as defined below) as a result of the ownership and disposition of the common shares, nor does it take into account the specific circumstances of any particular holder, some of which may be subject to special tax rules (including, but not limited to, brokers, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations, insurance companies, banks, thrifts and other financial institutions, persons liable for alternative minimum tax, persons that hold an interest in an entity that holds the common shares, persons that will own, or will have owned, directly, indirectly or constructively 10% or more (by vote or value) of our stock, persons that hold the common shares as part of a hedging, integration, conversion or constructive sale transaction or a straddle, former citizens or permanent residents of the United States, or persons whose functional currency is not the U.S. dollar).

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative pronouncements and rulings of the United States Internal Revenue Service (the “IRS”), judicial decisions and the Canada-United States Income Tax Convention (1980), as amended, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. This summary does not describe any state, local or foreign tax law considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., estate or gift tax or the Medicare contribution tax). U.S. Holders (as defined below) should consult their own tax advisers regarding such matters.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the ownership or disposition of the common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

As used in this summary, a “U.S. Holder” is a beneficial owner of the common shares who, for U.S. federal income tax purposes, is (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (A) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (B) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

The tax treatment of a partner in a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) that holds the common shares may depend on both the partnership’s and the partner’s status and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal income tax purposes) that are beneficial owners of the common shares, and their partners and other owners, should consult their own tax advisers regarding the tax consequences of the ownership and disposition of the common shares.

The Common Shares

Distributions on the Common Shares

In general, subject to the passive foreign investment company rules discussed below, the gross amount of any distribution received by a U.S. Holder with respect to the common shares (including amounts withheld to pay Canadian withholding taxes) will be included in the gross income of the U.S. Holder as a dividend to the extent attributable to our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. We do not intend to calculate its earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution generally will be treated as a dividend for U.S. federal income tax purposes. Subject to the passive foreign investment company rules discussed below, distributions on the common shares to certain non-corporate U.S. Holders that are treated as dividends may be taxed at preferential rates. Such dividends will not be eligible for the “dividends received” deduction ordinarily allowed to corporate shareholders with respect to dividends received from U.S. corporations.

The amount of any dividend paid in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will equal the U.S. dollar value of the Canadian dollars calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder, regardless of whether the Canadian dollars are converted into U.S. dollars. A U.S. Holder will have a tax basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. If the Canadian dollars received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize foreign currency gain or loss in respect of the distribution. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss will be treated as U.S. source ordinary income or loss.

Distributions on the common shares that are treated as dividends generally will constitute income from sources outside the United States and generally will be categorized for U.S. foreign tax credit purposes as “passive category income.” A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of the common shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holder should consult its own tax adviser regarding the application of such rules.

Sale, Exchange or Other Taxable Disposition of the Common Shares

A U.S. Holder generally will recognize gain or loss on the sale, exchange or other taxable disposition of the common shares in an amount equal to the difference, if any, between the amount realized on the sale, exchange or other taxable disposition and the U.S. Holder’s adjusted tax basis in the common shares exchanged therefor. Subject to the passive foreign investment company rules discussed below, such gain or loss will be capital gain or loss and will be long-term capital gain (currently taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of the sale, exchange or other taxable disposition, the common shares have been held by such U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations. Such gain or loss generally will be sourced within the United States for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Rules

A foreign corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income is “passive income” or (ii) 50% or more of the average quarterly value of its assets produce (or are held for the production of) “passive income.” For this purpose, “passive income” generally includes interest, dividends, rents, royalties and certain gains. We believe that we were not classified as a PFIC for the taxable year ending September 30, 2017, and we believe we will not be classified as a PFIC for the current taxable year and in future taxable years. However, our actual PFIC status for the current or any future taxable year is uncertain and cannot be determined until after the end of such taxable year. In addition, the determination as to whether we are a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Because of the above described uncertainties, there can be no assurance that the IRS will not challenge our determination concerning our PFIC status or that we will not be a PFIC for any future taxable year. If we are classified as a PFIC in any taxable year a U.S. Holder owns the common shares, certain adverse tax consequences could apply to such U.S. Holder. Certain elections may be available to U.S. Holders that may mitigate some of the adverse consequences resulting from our treatment as a PFIC, including a

“qualified electing fund” election (a “QEF election”). If we determine that we are likely a PFIC in any taxable year, we intend to make available to U.S. Holders, upon request and in accordance with applicable procedures, a “PFIC Annual Information Statement” with respect to the company and any such subsidiary for such taxable year. The “PFIC Annual Information Statement” may be used by U.S. Holders for purposes of complying with the reporting requirements applicable to a QEF election with respect to the company and any Subsidiary PFIC. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their investments in the common shares and the availability of, and whether to make, an election or protective election.

Required Disclosure with Respect to Foreign Financial Assets

Certain U.S. Holders are required to report information relating to an interest in the common shares, subject to certain exceptions (including an exception for common shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in common shares. U.S. Holders should consult their own tax advisers regarding information reporting requirements relating to their ownership of the common shares.

Canadian Federal Income Tax Considerations

The following is, as of the date of this prospectus, a summary of the principal Canadian federal income tax considerations generally applicable to an investor who acquires common shares.

This summary applies only to a holder who is a beneficial owner of common shares, and who, for the purposes of the Income Tax Act (Canada) (the “Tax Act”), and at all relevant times, deals at arm’s length with us, is not affiliated with us, and who acquires and holds the common shares as capital property (a “Holder”). Generally, the common shares will be considered to be capital property to a Holder thereof provided that the Holder does not use the common shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) an interest in which would be a “tax shelter investment” as defined in the Tax Act; (iv) that has made a functional currency reporting election under the Tax Act; or (v) that has or will enter into a “derivative forward agreement”, as that term is defined in the Tax Act, with respect to the common shares. Such Holders should consult their own tax advisors with respect to an investment in common shares.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada or a corporation that does not deal at arm’s length, for purposes of the Tax Act, with a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the common shares, controlled by a non-resident corporation for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring common shares.

This summary is based upon the current provisions of the Tax Act and the regulations in force as of the date hereof (the “Regulations”), counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) and all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”). This summary assumes that the Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. This summary does not otherwise take into account or anticipate any changes in law or the CRA’s administrative policies or assessing practices, whether by legislative, governmental or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations.

On July 18, 2017, the Minister of Finance (Canada) released a consultation paper that included an announcement of the Government’s intention to amend the Tax Act to increase the amount of tax applicable to passive investment income earned through a private corporation. No specific amendments to the Tax Act were proposed in connection with this announcement. On December 13, 2017, the Minister of Finance (Canada) reiterated its intention to change the treatment of passive income earned by a private corporation, which changes will be announced in the 2018 budget. According to the December 13, 2017 Department of Finance release, the passive investment income changes will be effective on a go forward basis. Holders that are private corporations should consult their own tax advisors.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Currency Conversion

Subject to certain exceptions that are not discussed herein, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of common shares, including dividends, adjusted cost base and proceeds of dispositions must be determined in Canadian dollars based using the single daily exchange rate of the Bank of Canada on the particular date the particular amount arose or such other rate of exchange as acceptable to the CRA.

Holders Resident in Canada

The following section of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (“Resident Holder”). A Resident Holder whose common shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the common shares, and every other “Canadian security” (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. Resident Holders should consult their own tax advisors regarding this election.

Dividends

Dividends received or deemed to be received on the common shares will be included in computing a Resident Holder’s income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act). An enhanced dividend tax credit will be available to individuals (other than certain trusts) in respect of “eligible dividends” designated by us to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on our ability to designate dividends as “eligible dividends.”

Dividends received or deemed to be received on the common shares by a Resident Holder that is a corporation must be included in computing its income but generally will be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) also may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year, which is defined to include an amount in respect of dividends.

A Resident Holder that is a “private corporation” or a “subject corporation” (as defined in the Tax Act), may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the common shares to the extent such dividends are deductible in computing taxable income.

Dispositions of Shares

Upon a disposition or a deemed disposition of a common share, a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base of such security to the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses .”

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss

(an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in the year by such Resident Holder. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of common shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such common shares or shares substituted for such common shares, to the extent and in the circumstances specified by the Tax Act. Similar rules may apply where a common share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Minimum Tax

Capital gains realized and dividends received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of the minimum tax.

Holders Not Resident in Canada

The following section of this summary is generally applicable to Holders who for the purposes of the Tax Act (i) have not been and will not be deemed to be resident in Canada at any time while they hold the common shares; and (ii) do not use or hold the common shares in carrying on a business in Canada (“Non-Resident Holders”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by us will be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable tax treaty. Under the Canada-United States Tax Convention (1980) , as amended (the “Treaty”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty and fully entitled to benefits under the Treaty (a “U.S. Holder”) is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of our voting shares).

Dispositions of Common Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a common share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the common share constitutes “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty.

Provided the common shares are listed on a “designated stock exchange”, as defined in the Tax Act (which includes the TSX-V and Nasdaq), at the time of disposition, the common share generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition the following two conditions are met concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, partnerships in which the Non-Resident Holder or such non-arm’s length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of our shares; and (ii) more than 50% of the fair market value of

shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act) or an option, an interest or right in such property, whether or not such property exists. Notwithstanding the foregoing, a common share may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain circumstances. A Non-Resident Holder’s capital gain (or capital loss) in respect of a disposition of common shares that constitute or are deemed to constitute taxable Canadian property to a Non-Resident Holder (and are not “treaty-protected property” as defined in the Tax Act) will generally be computed in the manner described above under the subheading “ Holders Resident in Canada — Dispositions of Shares .” Non-Resident Holders whose common shares are taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.

SELLING SHAREHOLDERS

This prospectus covers the resale, from time to time, of up to 113,867,134 common shares or common shares issuable upon the exercise of certain warrants held by the selling shareholders named in the table below after the date of this prospectus. The selling shareholders acquired these common shares pursuant to multiple private placements, as further described below.

Certain of the selling shareholders acquired common shares and warrants pursuant to our private placement of 4,545,452 units of ESSA (each, a “Unit”) on January 14, 2016 (the “January 2016 Offering”). Each Unit consisted of one common share, one seven-year cash and cashless exercise warrant and one-half of one two-year cash exercise warrant. Each seven-year cash and cashless exercise warrant has a term of seven years and an exercise price of US$3.30 (the “2016 Warrants”). This prospectus does not cover common shares underlying the two-year cash exercise warrants, since such warrants have since expired. We have filed the associated registration rights agreement as an exhibit to the registration statement of which this prospectus forms a part.

Certain of the selling shareholders acquired common shares pursuant to our private placement of 1,666,666 common shares of ESSA on March 21, 2016. The same selling shareholders also acquired 682,178 common shares of ESSA from certain of our directors on March 21, 2016. We have filed the associated form of subscription agreement as an exhibit to the registration statement of which this prospectus forms a part.

Certain of the selling shareholders acquired common shares pursuant to our private placement of 60,095,000 common shares and 43,780,000 2018 Warrants on January 9, 2018 and January 16, 2018. We have filed the associated agency agreement that contains the selling shareholders’ registration rights as an exhibit to the registration statement of which this prospectus forms a part.

We have no assurance that the selling shareholders will sell any of the common shares registered for sale under this prospectus. See “Plan of Distribution.” In addition, the selling shareholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their registerable common shares since the date on which the information in the table below is presented. The common shares listed below may be sold pursuant to this prospectus or in privately negotiated transactions. Accordingly, we cannot estimate the number of common shares that the selling shareholders will sell under this prospectus. Information about the selling shareholders may change over time.

The following table, to our knowledge, sets forth information regarding the beneficial ownership of our common shares of the selling shareholders as of the date of this prospectus. Beneficial ownership is determined in accordance with the rules of the SEC. Under these rules, beneficial ownership includes any common shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after January 22, 2018 through the exercise of any warrant, stock option or other right. The information provided in the table below is based in part on information provided by or on behalf of the selling shareholders. To our knowledge, the selling shareholders have sole voting and investment power with respect to the common shares and have not within the past three years had any position, office or other material relationship with us (including any of our affiliates), except as set forth in the footnotes to the table below.


	Common Shares Beneficially Owned Before the Offering ⁽¹⁾				Common Shares Being Offered		Common Shares Beneficially Owned After the Offering ⁽²⁾⁽³⁾
	Number		%		Common Shares Being Offered		Number		%
Selling Shareholders

Clarus Lifesciences III, L.P. ⁽⁴⁾		35,492,424		30.2		35,492,424		—		—
Special Situations Life Sciences Fund L.P. ⁽⁵⁾		484,848		*		484,848		—		—
Special Situations Fund III QP, L.P. ⁽⁶⁾		363,636		*		363,636		—		—
Special Situations Cayman Fund L.P. ⁽⁷⁾		121,212		*		121,212		—		—
Deerfield Special Situations Fund, L.P. ⁽⁸⁾		424,242		*		424,242		—		—
Deerfield Private Design Fund III, L.P. ⁽⁹⁾		424,242		*		424,242		—		—
Omega Fund IV, L.P. ⁽¹⁰⁾		22,303,029		17.6		21,212,120		1,090,909		*
Eventide Gilead Fund ⁽¹¹⁾		12,379,484		16.1		12,379,484		—		—
Eventide Healthcare & Life Sciences Fund ⁽¹²⁾		15,339,926		12.2		15,339,926		—		—
Charlestown Jupiter Fund, LLC ⁽¹³⁾		875,000		*		875,000		—		—
Intracoastal Capital LLC ⁽¹⁴⁾		500,000		*		500,000		—		—
CVI Investments Inc. ⁽¹⁵⁾		1,250,000		1.1		1,250,000		—		—
MSI BVF SPV, L.L.C. ⁽¹⁶⁾		2,218,343		1.9		2,218,343		—		—
Biotechnology Value Fund, L.P. ⁽¹⁷⁾		11,835,929		9.7		11,835,929		—		—
Biotechnology Value Fund II, L.P. ⁽¹⁸⁾		7,852,070		6.5		7,852,070		—		—
Investment 10, L.L.C. ⁽¹⁹⁾		1,059,643		*		1,059,643		—		—
Biotechnology Value Trading Fund OS, L.P. ⁽²⁰⁾		2,034,015		1.7		2,034,015		—		—

Notes:

*	Less than 1.0% of total outstanding shares.

(1)

The percentage of common shares beneficially owned before the offering based on 115,512,889 common shares being outstanding as of January 19, 2018, and assuming the issuance of that number of shares equal to the full exercise of all securities beneficially owned by each particular selling shareholder.

(2)

The percentage of common shares beneficially owned after the offering is based on 163,838,341 common shares being outstanding as at January 19, 2018, assuming the issuance of 4,545,452 common shares upon full exercise of the 2016 Warrants and assuming the issuance of 43,780,000 common shares upon full exercise of the 2018 Warrants.

(3)

The selling shareholders might not sell any or all of the common shares offered by this prospectus and as a result, we cannot estimate the number of common shares that will be held by the selling shareholders after completion of the offering. However, for the purposes of this table, we have assumed that, after completion of the offering, none of the common shares covered by this prospectus will be held by selling shareholders.

(4)

Consists of 33,371,212 common shares and 2,121,212 common shares issuable upon excercise of 2016 Warrants. The provisions of the 2016 Warrants beneficially owned by Clarus Lifesciences III, L.P. (“Clarus”) restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by Clarus would exceed 9.985% of our outstanding shares (the “2016 Ownership Limitation”). Accordingly, Clarus disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by Clarus would exceed the 2016 Ownership Limitation. The address of the entity is 101 Main Street, Suite 1210, Cambridge, MA 02142. Pursuant to the terms of the January 2016 Offering, Clarus is entitled to nominate two directors to our board of directors, one of which must be an independent director reasonably acceptable to us. The nomination rights will continue for so long as Clarus holds greater than or equal to

1,060,606 common shares, subject to adjustment in certain circumstances. Currently, Scott Requadt, Managing Director of Clarus Ventures, LLC serves as Clarus’ sole nominated director on our board of directors.

(5)

Consists of 484,848 common shares issuable upon exercise of 2016 Warrants subject to the 2016 Ownership Limitation. Accordingly, Special Situations Life Sciences Fund L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2016 Ownership Limitation. The address of the entity is 527 Madison Avenue, Suite 2600, New York, NY 10022.

(6)

Consists of 363,636 common shares issuable upon exercise of 2016 Warrants subject to the 2016 Ownership Limitation. Accordingly, Special Situations Fund III QP, L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2016 Ownership Limitation. The address of the entity is 527 Madison Avenue, Suite 2600, New York, 10022.

(7)

Consists of 121,212 common shares issuable upon exercise of 2016 Warrants subject to the 2016 Ownership Limitation. Accordingly, Special Situations Cayman Fund L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2016 Ownership Limitation. The address of the entity is 527 Madison Avenue, Suite 2600, New York, NY 10022.

(8)

Consists of 424,242 common shares issuable upon exercise of 2016 Warrants subject to the 2016 Ownership Limitation. Accordingly, Deerfield Special Situations Fund, L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2016 Ownership Limitation. The address of the entity is 780 Third Avenue, 37 ^th Floor, New York, NY 10017.

(9)

Consists of 424,242 common shares issuable upon exercise of 2016 Warrants subject to the 2016 Ownership Limitation. Accordingly, Deerfield Private Design Fund III, L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2016 Ownership Limitation. The address of the entity is 780 Third Avenue, 37 ^th Floor, New York, NY 10017.

(10)

Consists of 10,996,969 common shares, 606,060 common shares issuable upon exercise of 2016 Warrants and 10,700,000 common shares issuable upon exercise of 2018 Warrants. The 2016 Warrants are subject to the 2016 Ownership Limitation. Accordingly, Omega Fund IV, L.P. (“Omega”) disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2016 Ownership Limitation. The provisions of the 2018 Warrants beneficially owned by Omega restrict the exercise of such securities to the extent that, upon such exercise, the number of shares then beneficially owned by Omega would exceed 4.99% of our outstanding shares (the “2018 Ownership Limitation”). Accordingly, Omega disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by Omega would exceed the 2018 Ownership Limitation. The address of the entity is c/o Omega Fund Management LLC, 185 Dartmouth Street, Suite 502, Boston, MA 02116. Pursuant to the terms of a nomination rights agreement entered into in connection with the January 2018 Offering, Omega is entitled to nominate one director to our board of directors, who must be acceptable to our board of directors. The nomination rights will continue for so long as Omega owns at least 9.99% (on an undiluted basis) of our outstanding common shares. The initial Omega director is Hugo Beekman.

(11)

Consists of 4,979,484 common shares and 7,400,000 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, Eventide Gilead Fund disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o Eventide Asset Management, LLC, 1 International Place, Suite 3510, Boston, MA 02110.

(12)

Consists of 4,659,926 common shares and 10,680,000 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, Eventide Healthcare & Life Sciences Fund disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o Eventide Asset Management, LLC, 1 International Place, Suite 3510, Boston, MA 02110.

(13)	Consists of 875,000 common shares. The address of the entity is 17 State Street, Suite 3811, New York, NY 10004.

(14)	Consists of 500,000 common shares. The address of the entity is 2211A Lakeside Drive, Bannockburn, IL 60015.

(15)	Consists of 1,250,000 common shares. The address of the entity is c/o Heights Capital Management, 101 California Street, Suite 3250, San Francisco, CA 94111.

(16)

Consists of 887,337 common shares and 1,331,006 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, MSI BVF SPV, L.L.C. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o BVF Partners, LP, 1 Sansome St, 30 ^th Floor, San Francisco, CA 94104.

(17)

Consists of 4,734,372 common shares and 7,101,557 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, Biotechnology Value Fund, L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o BVF Partners, LP, 1 Sansome St, 30 ^th Floor, San Francisco, CA 94104.

(18)

Consists of 3,140,828 common shares and 4,711,242 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, Biotechnology Value Fund II, L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o BVF Partners, LP, 1 Sansome St, 30 ^th Floor, San Francisco, CA 94104,

(19)

Consists of 423,857 common shares and 635,786 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, Investment 10, L.L.C. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o BVF Partners, LP, 1 Sansome St, 30 ^th Floor, San Francisco, CA 94104.

(20)

Consists of 813,606 common shares and 1,220,409 common shares issuable upon exercise of 2018 Warrants subject to the 2018 Ownership Limitation. Accordingly, Biotechnology Value Trading Fund OS, L.P. disclaims beneficial ownership of the common shares issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by it would exceed the 2018 Ownership Limitation. The address of the entity is c/o BVF Partners, LP, 1 Sansome St, 30 ^th Floor, San Francisco, CA 94104.

PLAN OF DISTRIBUTION

The selling shareholders and any of their donees, pledgees, transferees and successors-in-interest selling common shares or interests in common shares received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their common shares on any stock exchange, market or trading facility on which the common shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the common shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

broker-dealers may agree with the selling shareholders to sell a specified number of common shares at a stipulated price per common share;

•

a combination of any of the previously mentioned methods of sale; and

•

any other method permitted pursuant to applicable law.

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the common shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares, from time to time, under this prospectus, or under an amendment to this prospectus amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the common shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of the common shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common shares in the course of hedging the positions they assume. The selling shareholders may also sell common shares short and deliver these securities to close out their short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of common shares offered by this prospectus, which common shares such broker-dealer or other financial institution may resell pursuant to this prospectus.

The aggregate proceeds to the selling shareholders from the sale of the common shares offered by them will be the purchase price of the common shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common shares to be made directly or through agents. We will not receive any of the proceeds from this offering. We will not receive any cash proceeds from the selling shareholders in connection with the exercise of the 2018 Warrants, which will be effected on a “net” or “cashless” basis. Upon any exercise of the 2016 Warrants issued pursuant to the January 2016 Offering by payment of cash, however, we will receive the exercise price of the 2016 Warrants.

We will pay all fees and expenses in connection with the registration of the common shares, other than the fees and disbursements of counsel to the selling shareholders.

The selling shareholders also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 or Rule 904 of Regulation S under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common shares or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the common shares may be underwriting discounts or commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the common shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an amendment to this prospectus or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus supplement.

In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the common shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the common shares offered by this prospectus.

There can be no assurance that any selling shareholder will sell any or all of the common shares registered pursuant to the registration statement, of which this prospectus forms a part.

EXPENSES

The following table sets forth expenses payable by us in connection with the registration of the common shares. We are required to pay all fees and expenses incident to the registration of common shares, except for the underwriting discounts and selling commissions payable by, and all legal fees and expenses of legal counsel for, the registration of any selling shareholder’s common shares and warrants acquired pursuant to the January 2016 Financing. All amounts below are estimates except the SEC registration fee.


SEC registration fee	US$	5,359
Legal fees and expenses		50,000
Accounting fees and expenses		5,000
Printing fees and expenses		20,000
Miscellaneous		5,000

Total	US$	85,359

WHERE YOU CAN GET MORE INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the common shares described in this prospectus. This prospectus, which constitutes a part of that registration statement, does not contain all of the information set forth in that registration statement and its exhibits. For further information with respect to us and our common shares, you should consult the registration statement and its exhibits.

We are required to file with the securities commission or authority in each of the applicable provinces of Canada annual and quarterly reports, material change reports and other information. In addition, we are subject to the informational requirements of the Exchange Act, and, in accordance with the Exchange Act, we also must file reports with, and furnish other information to, the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required to publish financial statements as promptly as U.S. companies. However, we file with the SEC an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we submit to the SEC, on Form 6-K, unaudited quarterly financial information.

You may read and copy any document we file with, or furnish to, the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains an internet site (www.sec.gov) that makes available reports and other information that we file or furnish electronically with it.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, them, which means that we can disclose important information to you by referring you to these documents. The information that we incorporate by reference into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically updates and supersedes any information in this prospectus. We incorporate by reference into this prospectus the document listed below:

•

our Annual Report on Form 20-F for the fiscal year ended September 30, 2017.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of this prospectus and prior to the termination of the offering of the common shares offered by this prospectus are incorporated by reference into this prospectus and form part of this prospectus from the date of filing or furnishing of these documents. Any documents that we furnish to the SEC on Form 6-K subsequent to the date of this prospectus will be incorporated by reference into this prospectus only to the extent specifically set forth in the Form 6-K.

Any statement contained in a document that is incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes that statement. The modifying or superseding statement does not need to state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.

Upon request, we will provide, without charge, to each person who receives this prospectus, a copy of any or all of the documents incorporated by reference (other than exhibits to the documents that are not specifically incorporated by reference in the documents). Please direct written or oral requests for copies to our Corporate Secretary at Suite 720 – 999 West Broadway, Vancouver, British Columbia, Canada V5Z 1K5, by faxing a written request to 1-888-308-8974 or by calling 1-778-331-0962.

LEGAL MATTERS

Certain legal matters related to our securities offered by this prospectus will be passed upon on its behalf by Blake, Cassels & Graydon LLP, with respect to matters of Canadian law, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to matters of U.S. law.

EXPERTS

Our audited consolidated financial statements included in this prospectus have been audited by Davidson & Company LLP at its offices located at 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, British Columbia, Canada V7Y 1G6, independent auditors, as stated in their report appearing therein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.

Indemnification of Directors and Officers

Under the Business Corporations Act (British Columbia), a company may indemnify a director or officer of the company, a former director or officer of the company, or another individual who acts or acted at the company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative, or other proceeding in which the individual is involved because of that association with the company or other entity. A company must not indemnify an individual if the individual (i) did not act honestly and in good faith with a view to the best interests of the company and (ii) in any proceeding other than a civil proceeding, if the individual did not have reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with an action against an individual by or on behalf of the company or associated corporation to procure a judgment in its favor only with court approval. A director or officer is entitled to indemnification from the company as a matter of right if he or she was wholly successful, on the merits or otherwise, or is substantially successful on the merits in the outcome of the proceeding. The company may advance moneys to a director, officer or other individual for the costs, charges, and expenses of a proceeding referred to above, provided that the individual first provides an undertaking to repay the moneys if he or she does not fulfill the conditions set forth above to qualify for indemnification

Our articles provide that we will indemnify any of our directors, former directors, officers, and former officers and other parties specified by the articles against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by them for any civil, criminal or administrative action or proceeding to which they are or may be made a party by reason of having been a director or officer.

We have entered into indemnification agreements (“Indemnification Agreements”) with each of our officers and directors, pursuant to which we are obligated to indemnify and hold harmless such persons to the greatest extent permitted by law for liabilities arising out of their service to the company as directors and officers. However, such indemnification obligations arise only to the extent that the party seeking indemnification was acting honestly and in good faith with a view to our best interests, and, in the case of criminal or administrative actions or other non-civil proceedings that are enforced by monetary penalties, that such person had reasonable grounds for believing that his or her conduct was lawful. Under these Indemnification Agreements, we may advance to the indemnified parties the expenses incurred in defending any such actions or proceedings.

As permitted by the Business Corporations Act (British Columbia), we have purchased directors’ and officers’ liability insurance that, under certain circumstances, insures its directors and officers against the costs of defense, settlement, or payment of a judgment.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

Reference is made to Item 17 for the undertakings of the registrant with respect to indemnification for liabilities arising under the Securities Act of 1933, as amended.

Item 9.

Exhibits

The following exhibits are attached hereto:


Exhibit Number		Title

4.1		Specimen Common Share Certificate

4.2		Registration Rights Agreement, dated January 14, 2016

4.3		Form of Subscription Agreement

4.4		Second Amended and Restated Agency Agreement, dated January 5, 2018, between Bloom Burton Securities Inc. and ESSA

5.1		Opinion of Blake, Cassels & Graydon LLP as to the legality of the common shares being registered hereby

23.1		Consent of Davidson & Company LLP

23.2		Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included on page II-5 of this Registration Statement)

Item 10.

Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided , however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

II-2

provided further , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or in the case of a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) of the U.S. Securities Act that is part of the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial Statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser: (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

EXHIBIT INDEX


Exhibit Number		Description

4.1		Specimen Common Share Certificate

4.2		Registration Rights Agreement, dated January 14, 2016

4.3		Form of Subscription Agreement

4.4		Second Amended and Restated Agency Agreement, dated January 5, 2018, between Bloom Burton Securities Inc. and ESSA

5.1		Opinion of Blake, Cassels & Graydon LLP as to the legality of the common shares being registered hereby

23.1		Consent of Davidson & Company LLP

23.2		Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included on page II-5 of this Registration Statement)

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on January 22, 2018.


ESSA Pharma Inc.

By:		/s/ David Parkinson
		David Parkinson
		Chief Executive Officer

II-6

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of ESSA Pharma Inc. whose signature appears below constitutes and appoints David Parkinson and David Wood, and each of them, with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated on January 22, 2018.


Signature				Title

/s/ David Parkinson				President and Chief Executive Officer (Principal Executive Officer)
David Parkinson

/s/ David Wood				Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
David Wood

/s/ Richard M. Glickman				Chairman of the Board
Richard M. Glickman

/s/ Raymond Andersen				Chief Technical Officer, Secretary and Director
Raymond Andersen

/s/ Marianne Sadar				Chief Scientific Officer and Director
Marianne Sadar

/s/ Franklin Berger				Director
Franklin Berger

/s/ Scott Requadt				Director
Scott Requadt

/s/ Hugo Beekman				Director
Hugo Beekman

/s/ Gary Sollis				Director
Gary Sollis

II-7

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act, the undersigned certifies that it is the duly authorized United States representative of ESSA Pharma Inc. and has duly caused this Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Houston, Texas on January 22, 2018.


ESSA Pharmaceuticals Corp. (Authorized Representative)

By:		/s/ David Parkinson
		David Parkinson
		President and Chief Executive Officer

II-8

Exhibit 4.1

LOGO

C0000000230 M ESSA Pharma Inc. Shares *0* 0 0 0 0 A BRITISH COLUMBIA BUSINESS CORPORATIONS ACT COMPANY THIS CERTIFIES THAT IS THE REGISTERED HOLDER OF CUSIP 29668H104 ISIN CA29668H1047 SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF ESSA Pharma Inc. in the Authorized share structure of the above named Company subject to the Articles of the Company transferable on the Central Securities Register of the Company by the registered holder in person or by attorney duly authorized in writing upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. IN WITNESS WHEREOF the Company has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers, at Vancouver, British Columbia. Dated: Jan 18, 2018 Chief Executive Officer COUNTERSIGNED AND REGISTERED COUNTERSIGNED AND REGISTERED COMPUTERSHARE TRUST COMPANY, N.A. COMPUTERSHARE INVESTOR SERVICES INC. (CANTON, MA, JERSEY CITY, NJ AND OR (VANCOUVER) (TORONTO) LOUISVILLE, KY) TRANSFER AGENT AND REGISTRAR TRANSFER AGENT AND REGISTRAR Chief Financial Officer By Authorized Officer Authorized Officer The shares represented by this certificate are transferable at the offices of Computershare Investor Services Inc. in Vancouver, BC and Toronto, ON or at the offices of Computershare Trust Company, N.A. in Canton, MA, Jersey City, NJ and Louisville, KY.

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DATED Signature of Shareholder Signature of Guarantor Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule l chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEivlP, lvlSP) The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “lvledall ion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Popu Iaires unless they are members of the Stamp Medallion Program. SECURITY INSTRUCTIONS- INSTRUCTIONS DE SECURITE 1111S IS WA1 CRMAI1KCD PAP LA, DO N01 ACCCPl WITIIOUT NOTINO Wil l CRMARK I·IOLI) TO l iGHT TO VERIFY W/\TFRMIIRK. PAPILH f lliGHANI~. NE PIIS ACCFPTFR SANS VFRIFIF.A I A PRFSFNCE DU FILIGRANE. POUI~ CE FAIRE, PLACER A LA LUMIERE. EN COMP V2 01

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2016, by and among ESSA Pharma Inc., a corporation incorporated under the laws of British Columbia (the “Company”), and those investors that are parties to the Subscription Agreements (as defined below) (each individually, an “Investor” and together, the “Investors”).

WHEREAS:

A. Pursuant to the subscription agreements between the Company and each of the Investors, of even date herewith (the “Subscription Agreements”), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Investors common shares of the Company (“Common Shares”) and Warrants (as defined below) in the amounts described in the Subscription Agreements, where each of the Warrants is exercisable into Common Shares, each upon the terms and conditions and subject to the limitations and conditions set forth in the Warrants, all subject to the terms and conditions of the Subscription Agreements; and

B. To induce the Investors to execute and deliver the Subscription Agreements, the Company has agreed to provide certain registration rights under the Securities Act of 1933 , as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws,

NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

1. DEFINITIONS.

a. As used in this Agreement, the following terms shall have the following meanings:

(i) “Additional Filing Deadline” means, with respect to any Registration Statements that may be required pursuant to Section 2(a)(ii), (a) the first date or time that such Registrable Securities may then be included in a Registration Statement if such Registration Statement is required because (A) the SEC shall have notified the Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement or (B) the existing Registration Statement is no longer available for resales of the Registrable Securities, or (b) if such additional Registration Statement is required for a reason other than as described in (a) above, the twentieth (20 ^th ) day following the date on which the Company becomes aware or is notified that such additional Registration Statement is required.

(ii) “Additional Registration Deadline” means, with respect to any additional Registration Statement(s) that may be required to be filed pursuant to Section 2(a)(ii), the thirtieth (30 ^th ) day following (a) the first date or time that such Registrable Securities may then be included in a Registration Statement if such Registration Statement is required because (A) the SEC shall have notified the Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement or (B) the existing Registration Statement is no longer available for resales of the Registrable Securities, the first day on which such existing Registration Statement will no longer be available therefor, or (b) if such additional Registration Statement is required for a reason other than as described in (a) above, the fortieth (40 ^th ) day following the date on which the Company first becomes aware or is notified that such additional Registration Statement(s) is required.

(iii) “Buyer” means any Investor and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 10 hereof.

(iv) “Exchange Act” means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder, and any successor statute.

(v) “Filing Deadline,” for each Registration Statement or prospectus supplement thereto required to be filed hereunder other than Section 2(a)(ii), shall mean a date that is thirty (30) calendar days following the date the applicable Common Shares and Warrants are issued and, in the case of Section 2(a)(ii), shall mean the Additional Filing Deadline.

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(vi) “Person” means and includes any natural person, partnership, joint venture, corporation, trust, limited liability company, limited company, joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other entity.

(vii) “Register,” “Registered,” and “Registration” refer to a registration effected by (i) preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or General Instruction II.L. to Form F-10 (or successor thereto) or, in either case, any successor rule providing for offering securities on a continuous basis, (ii) the declaration or ordering (or otherwise granting) of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the “SEC”) and (iii) the filing with the SEC of a final prospectus or prospectus supplement meeting the requirements of the Securities Act and describing the specific securities to be sold or otherwise disposed of thereunder and the proposed method of distribution of such securities.

(viii) “Registrable Securities,” for a given Registration, means (a) any Common Shares issued pursuant to the Subscription Agreements (“Subscription Shares”), (b) any Common Shares (the “Warrant Shares”) issued or issuable upon exercise of or otherwise pursuant to the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (c) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing, (d) any additional Common Shares issuable in connection with any anti-dilution provisions in the Warrants, (e) any other warrants or Common Shares issuable pursuant to the terms of the Subscription Agreements, the Warrants or this Registration Rights Agreement, and (f) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. Securities will cease to be Registrable Securities when (A) they have been effectively Registered and disposed of in accordance with such Registration; (B) they have been sold pursuant to Rule 144 or Rule 904 of Regulation S under the Securities Act; (C) all of the Registrable Securities (in the reasonable opinion of counsel to the Buyers) may be immediately sold to the public without registration or restriction (including without limitation as to volume by each holder thereof) under the Securities Act; or (D) they have been otherwise transferred and new certificates for them not bearing a restrictive legend have been issued by the Company and the Company shall not have any “stop transfer” instructions in effect.

(ix) “Registration Deadline” shall mean, other than for purposes of the Registration Statements required under Section 2(a)(ii), the earlier of (i) the date that is sixty (60) days after the date that the applicable Registration Statement is actually filed or (ii) the date that is sixty (60) days after the applicable Filing Deadline and, with respect to any Registration Statements required to be filed under Section 2(a)(ii), the Additional Registration Deadline.

(x) “Registration Statement(s)” means a registration statement(s) of the Company under the Securities Act required to be filed hereunder.

(xi) “Warrant(s)” means the warrants issued by the Company pursuant to the Subscription Agreements.

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2. REGISTRATION.

a. MANDATORY REGISTRATION. (i) Following the date on which the Subscription Shares and Warrants are issued pursuant to the Subscription Agreements (the “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC pursuant to General Instruction II.L. to form F-10, a prospectus supplement to the Company’s Registration Statement on Form F-10 (file no. 333-208563), which became effective under the Securities Act on December 23, 2015 (the “Current Registration Statement”) (provided that such form is then available for registration by the Company of all of the Registrable Securities in accordance herewith) or such other form of Registration Statement as the Company is then eligible to use to effect a registration of the Registrable Securities, in each case covering the resale of the Registrable Securities issued on the Issuance Date, which prospectus supplement or other Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such prospectus supplement or other Registration Statement also covers such indeterminate number of additional Common Shares as may become issuable upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of Common Shares initially included in or covered by such prospectus supplement or other Registration Statement shall be no less than the aggregate number of Subscription Shares and Warrant Shares that are then issuable, including upon exercise of or otherwise pursuant to the Subscription Shares and Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability to exercise the Warrants, respectively. Such prospectus supplement or other Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof, as applicable) shall be provided to (and subject to the approval, which shall not be unreasonably withheld, of) the Buyers and their counsel prior to its filing or other submission. Subject to any comments from the SEC or applicable Canadian securities commissions, such prospectus supplement or other Registration Statement shall include the plan of distribution attached hereto as Exhibit A ; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent.

(ii) If for any reason the SEC does not permit all of the Registrable Securities to be included in the prospectus supplement or other Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, and available for sale under, the prospectus supplement or other Registration Statement filed under this Agreement (including if the Registration Statement is on Form F-10 and will no longer be available for resales of the Registrable Securities covered thereby, because the related Canadian home jurisdiction shelf prospectus may no longer be used or for any other reason), then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered, or that will no longer be covered, by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or General Instruction II.L. of Form F-10 (or successor thereto).

(iii) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or General Instruction II.L of Form F-10, or requires any Investor to be named as an “underwriter”, the Company shall use its best efforts to persuade the SEC that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415, as applicable, and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(a)(iii), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415, as applicable (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(a)(iii) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.

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b. PIGGY-BACK REGISTRATIONS. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its securities (other than debt securities or securities being registered on Form F-4, Form F-10 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder as the underwriter shall permit;

PROVIDED, HOWEVER , that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and

PROVIDED, FURTHER, HOWEVER , that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which a Buyer is entitled to registration under this Section 2(b) is an underwritten offering, then such Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement and the underwriting agreement in such offering, on the same terms and conditions as other Common Shares included in such underwritten offering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of Common Shares or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 2(b) shall only be available with respect to Registrable Securities that are not then covered by an effective Registration Statement which is available for resale of such Registrable Securities (other than as a result of the provisions of Section 2(a)(iii)).

3. OBLIGATIONS OF THE COMPANY. In connection with the registration of the Registrable Securities, the Company shall have the following obligations:

a. The Company shall prepare promptly, and file with the SEC as soon as practicable after the Issuance Date (but no later than the Filing Deadline), a prospectus supplement to the Current Registration Statement or other Registration Statement with respect to the number of Registrable Securities provided in Section 2(a), and thereafter use its best efforts to cause the Current Registration Statement to remain current and effective pursuant to General Instruction II.L. of Form F-10 (or successor thereto) or to cause such Registration Statement relating to Registrable Securities to become effective as soon as possible after such filing, but in any event shall cause each such other Registration Statement relating to Registrable Securities to become effective no later than the Registration Deadline, and shall keep the Registration Statement current and effective pursuant to Rule 415, if applicable, or General Instruction II.L. of Form F-10 (or successor thereto), if applicable, in which case the Company shall also make all such filings with all applicable Canadian securities commissions or other securities regulatory authorities of a Canadian shelf prospectus, and all amendments and supplements thereto, as shall be necessary or appropriate, at all times until such date as there are no Registrable Securities covered thereby (the “Registration Period”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein and any related Canadian prospectus and amendments or supplements thereto), except for information provided by a Buyer or any transferee of a Buyer pursuant to Section 4(a), shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading.

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b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each Registration Statement as may be necessary to keep each Registration Statement current and effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by each Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in each Registration Statement. In the event that on any Trading Day (as defined below) (the “Registration Trigger Date”) the number of shares available under the Registration Statements filed pursuant to this Agreement is insufficient to cover all of the Registrable Securities issued or issuable upon exercise of or otherwise pursuant to the Warrants, including, without limitation, any additional Common Shares issued in connection with any anti-dilution provisions contained in the Warrants, without giving effect to any limitations on the Buyers’ ability to exercise the Warrants, the Company shall amend the Registration Statements, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover the total number of Registrable Securities so issued or issuable (without giving effect to any limitations on exercise contained in the Warrants or limitations on conversion or exercise) as of the Registration Trigger Date as soon as practicable, but in any event within twenty (20) days after the Registration Trigger Date (based on the Exercise Price (as defined in the Warrants) of the Warrants, and other relevant factors on which the Company reasonably elects to rely). The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in any event the Company shall cause such amendment and/or new Registration Statement to become effective within sixty (60) days of the Registration Trigger Date or as promptly as practicable in the event the Company is required to increase its authorized shares. “Trading Day” shall mean any day on which the Common Shares is traded for any period on the NASDAQ Capital Market, or on the principal U.S. securities exchange or other U.S. securities market on which the Common Shares are then being traded.

c. The Company shall furnish to each Buyer and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and, in the case of a Registration Statement referred to in Section 2(a), each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment); provided that if the Registration Statement has been filed on Form F-10 (or successor thereto), any preliminary prospectus and prospectus and each amendment or supplement thereto included in such Registration Statement shall consist of the corresponding preliminary prospectus, prospectus or amendment or supplement thereto filed with the Canadian securities commissions or other securities regulatory authorities, with such additions and deletions as are required or permitted by Form F-10; and provided further that the Company may excise any information contained therein which would constitute material non-public information as to any Buyer which has not executed a confidentiality agreement with the Company, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements and such other documents as a Buyer may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Buyer, although the Company may determine in its reasonable judgment to provide any such copies in electronic form only. The Company will immediately notify the Buyers by facsimile of the effectiveness of each Registration Statement or any post-effective amendment thereto. The Company will respond to any and all comments received from the SEC or any Canadian securities commissions or other securities regulatory authorities as soon as reasonably practicable, with a view towards causing each Registration Statement or any amendment thereto to become effective under the Securities Act as soon as practicable and, if applicable, shall file an acceleration request as soon as practicable, but no later than five (5) business days, following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review (or, in the case of a Registration Statement on Form F-10 (or successor thereto), obtain a final receipt in respect of the related shelf prospectus from the Company’s principal provincial securities regulator, and provide such final receipt to the SEC as promptly as practicable after the filing of such Registration Statement).

d. The Company shall use its best efforts to (i) register and qualify, in any jurisdiction where registration and/or qualification is required, the Registrable Securities covered by the Registration Statements under such other securities or “blue sky” laws of such jurisdictions in the United States as the Buyers shall reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

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e. As promptly as practicable after becoming aware of such event, the Company shall notify each Buyer of the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use its best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to each Buyer as such Buyer may reasonably request.

f. The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order at the earliest possible moment and to notify each Buyer who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.

g. The Company shall permit a single firm of counsel designated by the Buyers to review such Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof), at Buyers’ own cost, a reasonable period of time prior to their filing with the SEC (not less than five (5) business days but not more than eight (8) business days) and not file any documents in a form to which such counsel reasonably objects and, to the extent applicable, will not request acceleration of such Registration Statement without prior notice to such counsel.

h. The Company shall hold in confidence and not make any disclosure of information concerning a Buyer provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning such Buyer is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Buyer prior to making such disclosure, and allow such Buyer, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

i. The Company shall use its best efforts to cause all the Registrable Securities covered by each Registration Statement to be listed on each U.S. and Canadian securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, and, if listed on a national exchange, to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities.

j. The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities.

k. The Company shall cooperate with each Buyer who holds Registrable Securities being offered and the managing underwriter or underwriters as reasonably requested by them with respect to an applicable Registration Statement, if any, to facilitate the timely entry into a direct registration or other electronic book-entry system representing those Registrable Securities (not bearing any restrictive legends or similar notations) to be offered pursuant to such Registration Statement, in such denominations or amounts, as the case may be, as the managing underwriter or underwriters, if any, or the Buyer may reasonably request and registered in such names as the managing underwriter or underwriters, if any, or the Buyer may request, and, within three (3) business days after a Registration Statement which includes Registrable Securities is ordered effective by the SEC (or otherwise becomes effective, or a prospectus supplement relating thereto is otherwise available for the sale of Registrable Securities as contemplated herein), the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to each Buyer) an appropriate instruction and an opinion of such counsel in the form required by the transfer agent in order to issue the Registrable Securities free of restrictive legends or similar notations.

l. At the reasonable request of a Buyer, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any prospectus used in connection with the Registration Statement, and shall prepare and file with all applicable Canadian securities commissions or other securities regulatory authorities, any corresponding amendments to the related Canadian prospectus, as may be necessary in order to change the plan of distribution set forth in such Registration Statement.

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m. The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Buyers of Registrable Securities pursuant to a Registration Statement.

n. The Company shall comply with all applicable laws related to a Registration Statement (and any related Canadian prospectus) and offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including, without limitation, the Securities Act, the Exchange Act and applicable Canadian (and Canadian provincial) law and the rules and regulations promulgated by the SEC, applicable Canadian securities commissions or other securities regulatory authorities, self-regulatory authorities and securities exchanges).

o. If required by the Financial Industry Regulatory Authority, Inc. Corporate Financing Department, the Company shall promptly effect a filing with FINRA pursuant to FINRA Rule 5110 with respect to the public offering contemplated by resales of securities under the Registration Statement (an “Issuer Filing”), and pay the filing fee required by such Issuer Filing. The Company shall use commercially reasonable efforts to pursue the Issuer Filing until FINRA issues a letter confirming that it does not object to the terms of the offering contemplated by the Registration Statement.

p. In connection with any Registration Statement filed on Form F-10 (or successor thereto), the Company shall make such filings (including, without limitation, of one or more shelf prospectuses or amendments and/or supplements thereto) with all applicable Canadian securities commissions or other securities regulatory authorities, self-regulatory authorities and securities exchanges, shall promptly respond to any comments thereof, and shall take such other actions in Canada or any province thereof as shall be necessary or appropriate, in each case, to enable such Registration Statement to become effective and become and remain available for resale of all of the Registrable Securities covered thereby in the same manner and to the same extent as if such Registration Statement were on Form F-3.

q. The Company shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act or General Instruction II.L. of Form F-10, promptly inform the Buyers in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Buyers are required to deliver a prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection q, “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter).

4. OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities, each Buyer shall have the following obligations:

a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer that such Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer of the information the Company requires from such Buyer. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading.

b. Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement (including the filing of the initial prospectus supplement referred to in Section 2(a)(i) above) hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement.

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c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration Statement.

d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) or 3(f), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Buyer’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, the Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Buyer’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

5. REGISTRATION FAILURE. In the event of a Registration Failure (as defined in the Warrants), the Buyer shall be entitled to Failure Payments (as defined in the Warrants) and such other rights as set forth in the Warrants.

6. EXPENSES OF REGISTRATION. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company (but not including fees and disbursements for counsel for any Buyer) shall be borne by the Company.

7. INDEMNIFICATION. In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a. The Company will indemnify, hold harmless and defend (i) each Buyer, (ii) the directors, officers, partners, managers, members, employees, agents and each Person who controls any Buyer within the meaning of the Securities Act, the Exchange Act or applicable Canadian (or Canadian provincial) law, if any, (iii) any underwriter (as defined in the Securities Act) for each Buyer in connection with an underwritten offering pursuant to Section 2(b) hereof, and (iv) the directors, officers, partners, employees and each Person who controls any such underwriter within the meaning of the Securities Act, the Exchange Act or applicable Canadian (or Canadian provincial) law, if any (each, an “Indemnified Person”), against any joint or several losses, claims, damages, liabilities or expenses (collectively, together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened, in respect thereof, “Claims”) to which any of them may become subject insofar as such Claims arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC), any “free-writing prospectus” or any related prospectus (or amendment or supplement thereto) or other document filed with any Canadian securities commissions or other securities regulatory authorities or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, applicable Canadian (or Canadian provincial) law, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification contained in this Section 7(a) shall not apply (A) to a Claim against an Indemnified Person arising out of or based upon a Violation to the extent that such Violation occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Indemnified Person for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto; or (B) to any amounts paid in settlement of any Claim effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 10.

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b. Promptly after receipt by an Indemnified Person under this Section 7 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against the Company under this Section 7, deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnified Person, as the case may be.

PROVIDED, HOWEVER , that an Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the Company, if, (a) the Company has agreed to pay such fees or expenses, or (b) the Company shall have failed to assume the defense of such Claim and employ counsel reasonably satisfactory to such Indemnified Person or (c) in the reasonable opinion of counsel for the Buyer, the representation by such counsel of the Indemnified Person and the Company would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Company shall pay for only one separate legal counsel for the Indemnified Persons, and such legal counsel shall be selected by Buyers. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 7, except to the extent that the Company is actually prejudiced in its ability to defend such action.

c. Each Buyer will indemnify, hold harmless and defend (i) the Company, and (ii) the directors, officers, partners, managers, members, employees, or agents of the Company, if any (each, a “Company Indemnified Person”), against any Claims to which any of them may become subject insofar as such Claims arise out of or are based upon any Violation which occurs due to the inclusion by the Company in a Registration Statement of false or misleading information about such Buyer, where such information was furnished in writing to the Company by such Buyer or on behalf of such Buyer for the purpose of inclusion in such Registration Statement. Notwithstanding anything herein to the contrary, the indemnity contained in this Section 7(c) shall not apply to amounts paid in settlement of any Indemnity Claim if such settlement is effected without the prior written consent of such Buyer, which consent shall not be unreasonably withheld or delayed; and provided, further, however, that a Buyer shall be liable under this Section 7(c) for only that amount of an Indemnity Claim as does not exceed the net amount of proceeds received by such Buyer from the sale of Registrable Securities giving rise to such Violation.

d. Promptly after receipt by a Company Indemnified Person under this Section 7 of notice of the commencement of any action (including any governmental action), such Company Indemnified Person shall, if an Indemnity Claim in respect thereof is to be made against a Buyer under this Section 7, deliver to such Buyer a written notice of the commencement thereof, and such Buyer shall have the right to participate in, and, to the extent such Buyer so desires, to assume control of the defense thereof with counsel mutually satisfactory to such Buyer and the Company Indemnified Person, as the case may be.

PROVIDED, HOWEVER , that a Company Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the Buyer, if, in the reasonable opinion of counsel for the Company, (a) the Buyer has agreed to pay such fees or expenses, or (b) the Buyer shall have failed to assume the defence of such Claim and employ counsel reasonably satisfactory to such Company Indemnified Person, or (c) the representation by such counsel of the Company Indemnified Person and the Buyer would be inappropriate due to actual or potential differing interests between the Company Indemnified Person and any other party represented by such counsel in such proceeding. A Buyer shall pay for only one separate legal counsel for the Company Indemnified Persons, and such legal counsel shall be selected in the reasonable judgment of the Company.

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e. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

8. CONTRIBUTION. To the extent any indemnification by the Company or a Buyer is prohibited or limited by law, each of the Company and such Buyer agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law, based upon a comparative fault standard; provided, however, that in no event shall the contribution obligation of such Buyer be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Buyer in connection with any Claim relating to this Section 8 and the amount of any damages such Buyer has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation.

9. REPORTS UNDER THE 1934 ACT. With a view to making available to the Buyers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration the Company agrees to:

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

c. so long as the Buyers own Registrable Securities, promptly upon request, furnish to the Buyers (i) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act as required for applicable provisions of Rule 144, (ii) a copy of the most recent periodic report of the Company and such other reports and documents filed or furnished to the SEC by the Company and (iii) such other information as may be reasonably requested to permit the Buyers to sell such securities pursuant to Rule 144 without registration.

10. ASSIGNMENT OF REGISTRATION RIGHTS. The rights under this Agreement shall be automatically assignable by each Buyer to any transferee of all or any portion of the Registrable Securities if: (i) the Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, and (iii) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event that a Buyer transfers all or any portion of its Registrable Securities pursuant to this Section, the Company shall have at least ten (10) days to file any amendments or supplements necessary to keep a Registration Statement current and effective pursuant to Rule 415 (or General Instruction II.L. to Form F-10 (or successor thereto)), and the commencement date of any Event of Failure (as defined in the Warrants) or Event of Default (as defined in the Warrants) under the Warrants caused thereby will be extended by ten (10) days with respect to such Buyer and its transferee only. Each Buyer shall at all times comply with the restrictions upon transfer contained in Section 8 of the Warrant, which provisions are hereby incorporated by reference and made a part hereof.

11. AMENDMENT OF REGISTRATION RIGHTS. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with written consent of the Company and the holders of a majority in interest of then-outstanding Registrable Securities. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon each of the Buyers and the Company.

12. MISCELLANEOUS.

a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record or beneficially through a “street name” holder such Registrable Securities (or the Warrants or other securities pursuant to which such Registrable Securities are issuable). If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

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b. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Company:

ESSA Pharma Inc.

Suite 720, 999 West Broadway Street

Vancouver, BC V5Z 1K5

Canada

Fax: (604) 738-4080

Attn: Chief Financial Officer

With copy to:

Blake, Cassels & Graydon LLP

595 Burrard Street, Suite 2600

Vancouver, BC V7X 1L3

Canada

Fax: (604) 631-3309

Attn: Joseph Garcia

If to a Buyer:

To the address of the applicable Buyer set out on the signature page hereto.

With a copy to:

Choate, Hall & Stewart LLP

Two International Place

Boston, MA 02110

Fax: (617) 248-4000

Attn: Frederick P. Callori

Each party shall provide notice to the other party of any change in address.

c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

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d. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

e. This Agreement, the Warrants and the Subscription Agreements (including all schedules and exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Warrants and the Subscription Agreements supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f. Subject to the requirements of Section 10 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, and the provisions of Sections 7 and 8 hereof shall inure to the benefit of, and be enforceable by, each Indemnified Person and Company Indemnified Person (as applicable).

g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

h. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile or other electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

i. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for breach of its obligations hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the Company of any of the provisions hereunder, that the Buyers shall be entitled, in addition to all other available remedies in law or in equity, to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

k. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

l. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

m. In the event a Buyer shall sell or otherwise transfer any of such holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the number of Registrable Securities included in a Registration Statement for such transferor.

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n. There shall be no oral modifications or amendments to this Agreement. This Agreement may be modified or amended only in writing.

[Remainder of page left intentionally blank]

[Signature page follows]

IN WITNESS WHEREOF, the undersigned Buyers and the Company have caused this Registration Rights Agreement to be duly executed as of the date first written above.


COMPANY:

ESSA PHARMA INC.

By:		/s/ David Wood
Name:		David Wood
Title:		Chief Financial Officer