As
filed with the Securities and Exchange Commission on October 29, 2013
Registration No.
333-183587
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No.1
To
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DEJOUR ENERGY INC.
(Exact name of Registrant as Specified in
its Charter)
British Columbia, Canada
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Not Applicable
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(State or other jurisdiction of Incorporation
or
Organization)
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(I.R.S. Employer Identification No.)
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598-999 Canada Place
Vancouver, British Columbia
Canada, V6C 3E1
(604) 638-5050
(Address of Principal Executive Offices)
DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104-7043
(206) 903-8800
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
____________________
Copies to:
Daniel M. Miller
Dorsey & Whitney LLP
Suite 1605, 777 Dunsmuir Street
P.O. Box 10444, Pacific Centre
Vancouver, British Columbia
Canada V7Y 1K4
(604) 630-5199
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Approximate date of commencement
of proposed sale to the public: From time to time 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.
x
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 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.
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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
that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the
United States Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated
October 29, 2013.
DEJOUR ENERGY INC.
$25,000,000
Common Shares
Warrants
Units
We may offer and sell
from time to time up to an aggregate of $25,000,000 of common shares (issued separately or upon exercise of warrants), warrants
and units comprising any combination of common shares and warrants. The specific terms of any securities offered will be
described in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully
before you purchase our securities. This prospectus may not be used to offer securities unless accompanied by a prospectus supplement.
We may offer and sell
these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed
basis. The prospectus supplement for each offering of securities will describe in detail the plan of distribution. If underwriters,
dealers and agents are used to sell these securities, we will name them and describe their compensation in a prospectus supplement.
Our common shares
are traded on the Toronto Stock Exchange and on the NYSE MKT, in both cases under the symbol “DEJ.” On October 28,
2013, the last reported sale price of our common shares on the Toronto Stock Exchange was Cdn$0.19 per common share and on
the NYSE MKT was $0.18 per common share.
There is currently no market through which the securities, other than the common
shares, may be sold and purchasers may not be able to resell the securities purchased under this prospectus. This may affect
the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of
the securities and the extent of issuer regulation.
The aggregate market
value of our outstanding voting and non-voting common equity held by non-affiliates on October 28, 2013 was approximately
$24,824,947. We have not issued any securities pursuant to Instruction I.B.5 of Form F-3 during the 12 calendar month period
that ends on and includes the date hereof.
Our principal executive
offices are located at Suite 598 – 999 Canada Place, Vancouver, British Columbia V6C 3E1, Canada (telephone: (604) 638-5050).
Investing in our securities
involves risks. Prior to purchasing our securities, you should carefully consider the risk factors that will be described in any
applicable prospectus supplement and the risk factors described in our filings with the Securities and Exchange Commission, as
explained under the heading “Risk Factors” on page 3 of this prospectus.
Neither the United
States Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The date of this prospectus
is , 2013.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
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1
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WHERE YOU CAN FIND MORE INFORMATION
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2
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ENFORCEMENT OF CIVIL LIABILITIES
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2
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DOCUMENTS INCORPORATED BY REFERENCE
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2
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RISK FACTORS
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3
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FORWARD-LOOKING STATEMENTS
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4
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DEJOUR ENERGY INC.
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6
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USE OF PROCEEDS
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6
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Description of Common Shares
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6
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Description of Warrants
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7
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DESCRIPTION OF UNITS
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8
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MATERIAL FEDERAL INCOME TAX CONSEQUENCES
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9
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PLAN OF DISTRIBUTION
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9
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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10
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LEGAL MATTERS
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11
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EXPERTS
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ABOUT THIS
PROSPECTUS
This prospectus is a part
of a registration statement that we have filed with the SEC utilizing a “shelf” registration process. Under this shelf
registration process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar amount
of initial aggregate offering price of $25,000,000. This prospectus provides you with a general description of the securities that
we may offer. Each time we sell securities under this process, we will provide a prospectus supplement that will contain specific
information about the terms of that offering, including a description of any risks relating to the offering if those terms and
risks are not described in this prospectus. A prospectus supplement may also add, update, or change information contained
in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus
supplement, you should rely on the information in the prospectus supplement.
Before investing in our
securities, please carefully read both this prospectus and any prospectus supplement together with the documents incorporated by
reference into this prospectus, as listed under “Documents Incorporated by Reference,” and the additional information
described below under “Where You Can Find More Information.”
We may sell securities
to or through underwriters or dealers, and we may also sell securities directly to other purchasers or through agents. To
the extent not described in this prospectus, the names of any underwriters, dealers, or agents employed by us in the sale of the
securities covered by this prospectus, the principal amounts or number of shares or other securities, if any, to be purchased by
such underwriters or dealers, and the compensation, if any, of such underwriters, dealers, or agents will be described in a prospectus
supplement.
Owning securities may
subject you to tax consequences in the United States. This prospectus or any applicable prospectus supplement may not describe
these tax consequences fully. You should read the tax discussion in any prospectus supplement with respect to a particular offering
and consult your own tax advisor with respect to your own particular circumstances.
You should rely only on
the information contained in or incorporated by reference into this prospectus or a prospectus supplement. We have not authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law. This
prospectus is not an offer to sell the securities and is not soliciting an offer to buy the securities in any jurisdiction where
the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom
it is not permitted to make such offer or sale. You should assume that the information contained in this prospectus and in any
applicable prospectus supplement is accurate only as of the date on the front cover of this prospectus or prospectus supplement,
as applicable, and the information incorporated by reference into this prospectus or any prospectus supplement is accurate only
as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects
may have changed since that date.
In this prospectus, unless
the context otherwise requires, references to “Dejour,” the “Company,” “we,” “us,”
or “our” refers to Dejour Energy Inc. and/or its wholly owned subsidiaries.
Currency and Financial Information
Unless otherwise stated,
currency amounts in this prospectus are stated in United States dollars. References in this prospectus to “$” are to
U.S. dollars and references to “Cdn$” are to Canadian dollars. The consolidated financial statements incorporated by
reference into this prospectus and the documents incorporated by reference into this prospectus, and the financial data derived
from those consolidated financial statements included in this prospectus, are presented in Canadian dollars.
The following table lists,
for each period presented, the high and low exchange rates, the average of the exchange rates during the period indicated, and
the exchange rates at the end of the period indicated, for one Canadian dollar, expressed in United States dollars, based on the
noon exchange rate published by the Bank of Canada.
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Six Months
ended June 30,
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Year ended December 31,
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2013
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2012
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2011
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2010
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High for the period
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$
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1.0164
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$
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1.0299
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$
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1.0583
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$
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1.0054
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Low for the period
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$
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0.9495
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$
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0.9599
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$
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0.9430
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$
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0.9278
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End of period
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$
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0.9513
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$
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1.0051
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$
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0.9833
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$
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1.0054
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Average for the period
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$
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0.9844
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$
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1.0004
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$
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1.0111
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$
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0.9709
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On October 28, 2013,
the Bank of Canada’s noon exchange rate was Cdn$1 = $0.9574.
On January 1, 2011,
we adopted International Financial Reporting Standards (“IFRS”) for financial reporting purposes, using a transition
date of January 1, 2010. Our annual audited consolidated financial statements for the year ended December 31, 2012, including
2011 and 2010 required comparative information, have been prepared in accordance with IFRS, as issued by the International Accounting
Standards Board and interpretations of the International Financial Reporting Interpretations Committee. Our financial statements
prior to the fiscal year ended December 31, 2010 were prepared in accordance with Canadian generally accepted accounting principles
then in effect (“Canadian GAAP”). IFRS and Canadian GAAP differ from United States generally accepted accounting principles
in certain respects, and therefore our financial statements may not be comparable to the financial statements of United States
companies.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed with the
SEC a registration statement on Form F-3, of which the prospectus forms a part. This prospectus does not contain all the information
set out in the registration statement. For further information about us and the securities, please refer to the registration statement,
including the exhibits to the registration statement. The exhibits to the registration statement provide more details of the matters
discussed in this prospectus.
We are subject to the
information requirements of the Exchange Act, and we therefore file reports and other information with the SEC. The reports and
other information filed by us with the SEC may be read and copied at the SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Copies of the same documents can also be obtained from the public reference room of the SEC in Washington
by paying a fee. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains
a website (www.sec.gov) that makes available reports and other information that we file electronically with it, including the registration
statement that we have filed with respect to the offering of these securities.
ENFORCEMENT
OF CIVIL LIABILITIES
The enforcement by investors
of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we are incorporated under the
laws of the Province of British Columbia, Canada, that many of our officers and directors are residents of countries other than
the United States, that some of the experts named in this prospectus are residents of countries other than the United States, and
that some of our assets and the assets of said persons are located outside the United States.
In particular, it may
be difficult to bring and enforce suits against us or said persons under U.S. federal securities laws. It may be difficult for
U.S. holders of our common shares to effect service of process on us or said persons within the United States or to enforce judgments
obtained in the United States based on the civil liability provisions of the U.S. federal securities laws against us or said persons. In
addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions
against us, our officers or directors, or other said persons, predicated upon the civil liability provisions of the U.S. federal
securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us, our officers
or directors or other said persons predicated upon the U.S. federal securities laws or other laws of the United States.
DOCUMENTS
INCORPORATED BY REFERENCE
The following documents
filed with or furnished to the SEC are specifically incorporated by reference into, and form a part of, this prospectus:
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(a)
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our Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on April 29, 2013;
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(b)
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our Report of Foreign Issuer on Form 6-K containing interim financial statements and interim Management’s Discussion and Analysis for the three months ended March 31, 2013, furnished to the SEC on May 16, 2013;
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(c)
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our Report of Foreign Issuer on Form 6-K furnished to the SEC on June 21, 2013;
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(d)
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our Report of Foreign Issuer on Form 6-K containing interim financial statements and interim Management’s Discussion and Analysis for the three and six months ended June 30, 2013, furnished to the SEC on August 14, 2013;
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(e)
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the description of our common shares set forth in the amendment to our registration statement on Form 8-A, as filed with the SEC on February 15, 2012, including any further amendment to such registration statement or report filed for the purpose of amending such description; and
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(f)
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all other documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus but before the end of the offering of the securities pursuant to this prospectus.
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In addition, all subsequent
Annual Reports on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Form 10-Q or Form 8-K, that we file pursuant
to the Exchange Act prior to the termination of this offering, are hereby incorporated by reference into this prospectus. Also,
we may incorporate by reference future reports on Form 6-K that we furnish subsequent to the date of this prospectus by stating
in those Form 6-Ks that they are being incorporated by reference into this prospectus.
Any statement contained
in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus, in one of those other documents or in any other later filed
document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any such statement
so modified shall not be deemed, except as so modified, to constitute a part of this prospectus. Any such statement so superseded
shall be deemed not to constitute a part of this prospectus.
Any person receiving a
copy of this prospectus, including any beneficial owner, may obtain without charge, upon written or oral request, a copy of any
of the documents incorporated by reference into this prospectus, except for the exhibits to those documents unless the exhibits
are specifically incorporated by reference into those documents. Requests should be directed to our principal executive offices,
Suite 598 – 999 Canada Place, Vancouver, British Columbia V6C 3E1, Canada, Attention: Chief Financial Officer; Telephone:
(604) 638-5050.
RISK FACTORS
An investment in our securities
is highly speculative and subject to a number of known and unknown risks. Only those persons who can bear the risk of the entire
loss of their investment should purchase our securities. You should carefully consider the risk factors incorporated by reference
to our Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and the other information contained in
this prospectus, as updated by our subsequent filings under the Exchange Act and the risk factors and other information contained
in any applicable prospectus supplement, before purchasing any of our securities.
FORWARD-LOOKING
STATEMENTS
This prospectus and the
documents incorporated by reference into this prospectus contain “forward-looking statements” within the meaning of
applicable securities legislation. Any statements that are not of historical fact and express or involve discussions with respect
to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates”
or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain
actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved) may be forward-looking statements. Forward-looking statements concern such matters as our anticipated
results and developments in our operations in future periods, planned exploration and, if warranted, development of our properties,
plans related to our business and other matters that may occur in the future. Forward-looking statements relate to analyses and
other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
In particular, the forward-looking
statements contained in this prospectus and the documents incorporated by reference into this prospectus concern, among other things:
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drilling inventory, drilling plans and timing of drilling, re-completion and tie-in of wells;
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productive capacity of wells, anticipated or expected production rates and anticipated dates of commencement
of production;
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drilling, completion and facilities costs;
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results of our various projects;
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ability to lower cost structure in certain of our projects;
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our growth expectations;
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timing of development of undeveloped reserves;
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the performance and characteristics of our oil and natural gas properties;
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oil and natural gas production levels;
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the quantity of oil and natural gas reserves;
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capital expenditure programs;
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supply and demand for oil and natural gas and commodity prices;
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the impact of federal, provincial, and state governmental regulation on our business;
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expected levels of royalty rates, operating costs, general administrative costs, costs of services
and other costs and expenses;
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expectations regarding our ability to raise capital and to continually add to reserves through acquisitions,
exploration and development;
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treatment under governmental regulatory regimes and tax laws;
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the renewal of our revolving credit facility; and
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realization of the anticipated benefits of acquisitions and dispositions.
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Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our expectations, or the
assumptions upon which they are based, will prove to be correct. We cannot guarantee future results, levels of activity, performance
or achievements. Consequently, we do not represent that actual results achieved will be the same in whole or in part as those set
out in the forward-looking statements included in this prospectus and in the documents incorporated by reference into this prospectus.
Some of the assumptions on which our forward-looking statements are based are set out under “Risk Factors” and elsewhere
in this prospectus and in the documents incorporated by reference into this prospectus. Forward-looking statements are subject
to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from
those expressed or implied by the forward-looking statements, including, without limitation:
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risks related to the marketability and price of oil and natural gas being affected by factors outside
our control;
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risks related to world oil and natural gas prices being quoted in U.S. dollars and our production
revenues being adversely affected by an appreciation in the Canadian dollar;
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risks related to our ability to execute projects being dependent on factors outside our control;
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risks related to oil and gas exploration having a high degree of risk and exploration efforts failing;
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risks related to cumulative unsuccessful exploration efforts;
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risks related to oil and natural gas operations involving hazards and operational risks;
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risks related to seasonal factors and unexpected weather;
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risks related to competition in the oil and gas industry;
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risks related to the fact that we do not control all of the assets that are used in the operation
of our business;
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risks related to our ability to market oil and natural gas depending on our ability to transport the
product to market;
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risks related to high demand for drilling equipment;
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risks related to title to our properties;
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risks related to our ability to continue to meet our oil and gas lease or license obligations;
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risks related to our ability to renew oil and gas leases and licenses;
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risks related to our anticipated substantial capital needs for future acquisitions;
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risks related to our cash flow from reserves not being sufficient to fund our ongoing operations;
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risks related to covenants in issued debt restricting the ability to conduct future financings;
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risks related to our being exposed to third party credit risks;
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risks related to our being able to find, acquire, develop and commercially produce oil and natural
gas;
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risks related to our properties not producing as projected;
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risks related to our estimated reserves being based upon estimates;
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risks related to future oil and gas revenues not resulting in revenue increases;
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risks related to our managing growth;
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risks related to our being dependent on key personnel;
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risks related to our operations being subject to federal, state, provincial, local and other laws,
controls and regulations;
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risks related to uncertainty regarding claims of title and right of aboriginal people;
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risks related to environmental laws and regulations;
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risks related to our facilities, operations and activities emitting greenhouse gases;
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risks related to our not having paid dividends to date;
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risks related to our stock price being volatile;
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risks related to our being a foreign private issuer;
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risks related to the issuance of additional common shares negatively affecting the market price;
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risks related to not meeting the conditions for closing of our revolving credit facility; and
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risks related to the warrants.
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Statements relating to
"reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions that the resources and reserves described can be profitably produced in the future.
This list is not exhaustive
of the factors that may affect the realization of the results contemplated by our forward-looking statements. Some of the important
risks and uncertainties that could affect the realization of our expected results are described further under the section entitled
“Risk Factors” in this prospectus, and in the documents incorporated by reference into this prospectus. If one or more
of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, our actual results may vary materially
from those anticipated, believed, expected, estimated or projected. Forward-looking statements are not a prediction of future events
or circumstances, and those future events or circumstances may not occur. Given these uncertainties, you are cautioned not to place
undue reliance on such forward-looking statements. Forward-looking statements are based upon our beliefs, opinions and expectations
at the time they are made and speak only as of the date they are made, and we do not assume any obligation to update our forward-looking
statements if those beliefs, opinions, expectations or other circumstances should change, except as required by applicable law.
We qualify all the forward-looking statements contained in this prospectus and the documents incorporated by reference in this
prospectus by the foregoing cautionary statements.
DEJOUR ENERGY
INC.
We are in the business
of acquiring oil and gas properties worldwide and exploring for and developing commercial quantities of hydrocarbons on its properties
where feasible. Our focus areas are:
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The Peace River Arch of northeastern British Columbia and northwestern Alberta, Canada; and
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The Piceance, Paradox, and Uinta Basins in the US Rocky Mountains.
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Since inception, we have
explored for oil and gas on our properties and “high-graded” our prospects and discoveries so as to establish oil and
gas production as quickly as possible. This process involves:
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Classification and prioritization of acreage based on economic promise, technical robustness, infrastructural
and logistic advantage and commercial maturity;
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Evaluation and development planning for “top tier” acreage positions with most promise
for commerciality;
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Sourcing the requisite financing via financial and industry contacts to place projects of merit
into production; and
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Meeting all production and related environmental timelines for the establishment of production
on a timely basis.
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USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, the net proceeds that we receive from the sale of the securities offered by this prospectus will be
used by us for working capital and general corporate purposes. We have not allocated any portion of the net proceeds for any particular
use at this time. The net proceeds may be invested temporarily until they are used for their stated purpose. Specific
information concerning the use of proceeds from the sale of any securities will be included in the prospectus supplement relating
to such securities.
Description
of Common Shares
We are authorized to
issue an unlimited number of common shares of which, as of October 28, 2013, 148,916,374 were issued and outstanding. Our
common shares are entitled to one vote per share on all matters submitted to a vote of our shareholders, including the
election of directors. Except as otherwise required by law, the holders of our common shares will possess all voting power.
Generally, all matters to be voted on by shareholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all common shares that are present in person or represented by
proxy. One holder of common shares issued, outstanding and entitled to vote, represented in person or by proxy, is necessary
to constitute a quorum at any meeting of our shareholders.
The holders of our common
shares are entitled to such dividends as may be declared from time to time by our board of directors from funds legally available
therefor.
Upon liquidation, dissolution
or winding up of our company, holders of common shares are entitled to receive
pro rata
our assets, if any, remaining after
payments of all debts and liabilities. No common shares have been issued subject to call or assessment. There are no
pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase
funds attaching to our common shares.
In the event of any merger
or consolidation with or into another company in connection with which our common shares are converted into or exchangeable for
shares, other securities or property (including cash), all holders of our common shares will be entitled to receive the same kind
and amount of shares and other securities and property (including cash).
There
are no indentures or agreements limiting the payment of dividends on our common shares and there are no special liquidation rights
or subscription rights attaching to our common shares
.
Alteration of Share Structure
We may alter our authorized
share structure by directors’ resolution or ordinary resolution of our shareholders, in each case determined by our board
of directors, to:
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create one or more classes or series of shares or, if none of the shares of a series of a class or
series of shares are allotted or issued, eliminate that class or series of shares;
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increase, reduce or eliminate the maximum number of shares that we are authorized to issue out of
any class or series of shares or establish a maximum number of shares that we are authorized to issue out of any class or series
of shares for which no maximum is established;
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subdivide all or any of our unissued, or fully paid issued, shares;
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if we are authorized to issue shares of a class or shares with par value;
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(i)
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decrease the par value of those shares; or
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(ii)
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if none of the shares of that class of shares are allotted or issued, increase the par value of those
shares;
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change all or any of our unissued, or fully paid issued, shares with par value into shares without
par value or any of our unissued shares without par value into shares with par value;
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alter the identifying name of any of our shares; or
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by ordinary resolution of our shareholders, otherwise alter our share or authorized share structure.
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On June 14, 2013, our
shareholders passed an ordinary resolution granting the board of directors the discretion to consolidate our common shares.
Dividends
As of the date of this
prospectus, we have not paid any dividends to our shareholders. The declaration of any future dividends will be at the discretion
of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, general economic
conditions, and other pertinent factors. We currently do not intend to pay any dividends in the foreseeable future, but rather
to reinvest earnings, if any, in our exploration activities.
Transfer Agent And Registrar
Our registrar and transfer
agent for our common shares is Computershare Trust Company of Canada, located at 510 Burrard Street, Vancouver, British Columbia
Canada V5K 1A1.
Trading of Our Common
Shares
Our common shares
are traded on the Toronto Stock Exchange and on the NYSE MKT, in both cases under the symbol “DEJ.” On October 28,
2013, the last reported sale price of our common shares on the Toronto Stock Exchange was Cdn$0.19 per common share and on
the NYSE MKT was $0.18 per common share.
As of October 28,
2013, we had 177 record holders of our common shares.
Description
of Warrants
We may issue warrants
that entitle the holder to purchase common shares. Warrants may be issued independently or together with common shares, and may
be attached to or separate from any offered securities. Each series of warrants may, at our discretion, be issued under a separate
warrant agreement to be entered into between us and a warrant agent, which will be described in the prospectus supplement relating
to the particular issue of warrants. Any warrant agent will act solely as our agent in connection with the warrants and will not
assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.
The following description,
and any description of the warrants included in a prospectus supplement, may not be complete and is subject to and qualified in
its entirety by reference to the terms and provisions of the applicable warrant and warrant agreement, which we will file with
the SEC in connection with any offering of warrants.
The prospectus supplement
relating to a particular issue of warrants will describe the terms of the warrants, including the following:
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of the warrants;
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the designation and terms of the common shares that may be purchased upon exercise of the warrants;
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if applicable, the designation and terms of the securities that the warrants are issued with and the
number of warrants issued with each security;
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if applicable, the date from and after which the warrants and any securities issued with the warrants
will be separately transferable;
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the number and price of common shares that may be purchased upon exercise of a warrant;
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the dates on which the right to exercise the warrants commence and expire;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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any applicable material U.S. federal income tax considerations;
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anti-dilution provisions of the warrants, if any;
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redemption or call provisions, if any, applicable to the warrants; and
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any additional terms of the warrants, including terms, procedures, and limitations relating to the
exchange and exercise of the warrants.
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Each warrant will entitle
the holder of the warrant to purchase common shares at the exercise price provided in the applicable prospectus supplement. The
exercise price may be subject to adjustment upon the occurrence of events described in the applicable prospectus supplement. Holders
may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants will become void. The place or places where, and the manner
in which, warrants may be exercised will be specified in the applicable prospectus supplement.
Prior to the exercise
of any warrants to purchase common shares, holders of the warrants will not have any of the rights of holders of the underlying
common shares, including the right to receive payments of dividends, if any, on the underlying common shares, or to exercise any
applicable right to vote.
DESCRIPTION
OF UNITS
We may issue units comprised
of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement or other documentation under which a unit is issued
may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time before
a specified date. The following description, and any description of the units included in a prospectus supplement, may not be complete
and is subject to and qualified in its entirety by reference to the terms and provisions of the applicable unit and unit agreement
or other documentation under which a unit is issued, if any, which we will file with the SEC in connection with any offering of
units.
The prospectus supplement
relating to a particular issue of units will describe, among other things:
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the securities comprising the units, including whether and under what circumstances those securities
may be held or transferred separately;
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any material provisions related to the issuance, payment, settlement, transfer or exchange of the
units or of the securities comprising the units;
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any applicable material U.S. federal income tax considerations; and
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any material provisions of the governing unit agreement that differ from those described above.
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MATERIAL
FEDERAL INCOME TAX CONSEQUENCES
Information regarding
material United States federal income tax consequences to persons investing in the securities offered by this prospectus will be
set forth in an applicable prospectus supplement. You are urged to consult your own tax advisors prior to any acquisition
of our securities.
PLAN OF
DISTRIBUTION
We may sell the securities
in one or more of the following ways from time to time:
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through underwriters or dealers for resale to the public or to institutional investors;
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directly to a limited number of institutional purchasers or to a single purchaser;
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if indicated in the prospectus supplement, pursuant to delayed delivery contracts, by remarketing
firms or by other means.
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Any dealer or agent, in
addition to any underwriter, may be deemed to be an underwriter within the meaning of the Securities Act, and any discounts or
commissions they receive from us and any profit they receive on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Securities Act. The terms of the offering of the securities with respect
to which this prospectus is being delivered will be set forth in the applicable prospectus supplement and will include:
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the name or names of any underwriters, dealers, or agents;
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the purchase price of such securities and the proceeds to us from such sale;
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any underwriting discounts, agency fees, and other items constituting underwriters’ or agents’
compensation;
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the public offering price;
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any discounts or concessions that may be allowed or re-allowed or paid to dealers and any securities
exchanges on which the securities may be listed; and
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the securities exchange on which the securities may be listed, if any.
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If underwriters are used
in the sale of securities, the securities will be acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered to the public either through underwriting syndicates represented
by managing underwriters or directly by one or more underwriters acting alone. Unless otherwise set forth in the applicable
prospectus supplement, the obligations of the underwriters to purchase the securities described in the applicable prospectus supplement
will be subject to certain conditions precedent. Further, unless otherwise so stated, the underwriters will be obligated
to purchase all such securities if any are so purchased by them. Any public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
The securities may be
sold directly by us or through agents designated by us from time to time. Any agents involved in the offer or sale of
the securities in respect of which this prospectus is being delivered, and any commissions payable by us to those agents, will
be described in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement,
any such agent will be acting on a best-efforts basis for the period of its appointment.
If dealers are used in
the sale of any securities, we will sell the securities to the dealers as principals. Any dealer may resell the securities
to the public at varying prices to be determined by the dealer at the time of resale. The name of any dealer and the
terms of the transaction will be provided in the prospectus supplement with respect to the securities being offered.
Securities may also be
offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase
in accordance with a redemption or repayment pursuant to their terms or otherwise by one or more firms, which we refer to as the
“remarketing firms,” acting as principals for their own accounts or as our agents, as applicable. Any remarketing
firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable
prospectus supplement.
Remarketing firms may
be deemed to be underwriters, as that term is defined in the Securities Act, in connection with the securities remarketed by them.
If indicated in the applicable
prospectus supplement, we will authorize agents, underwriters, or dealers to solicit offers by certain specified institutions to
purchase the securities to which this prospectus and the applicable prospectus supplement relates from us at the public offering
price provided in the applicable prospectus supplement, plus, if applicable, accrued interest pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions
described in the applicable prospectus supplement, and the applicable prospectus supplement will provide the commission payable
for solicitation of those contracts.
Underwriters will not
be obligated to make a market in any securities. We can give no assurance regarding the activity of trading in, or liquidity
of, any securities.
Under agreements that
may be entered into by us, underwriters, dealers, agents and remarketing firms who participate in the offer and sale of our securities
may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, and applicable
Canadian provincial securities legislation, or to contribution with respect to payments that such underwriters, dealers, agents
or remarketing firms may be required to make in respect thereof. Underwriters, dealers, agents and remarketing firms may be customers
of, engage in transactions with, or perform services for, us in the ordinary course of business.
Each series of securities
will be a new issue and other than the common shares, which are quoted on the NYSE MKT and TSX, will have no established trading
market. We may elect to list any series of securities on an exchange, and in the case of the common shares, on any additional
exchange, but unless otherwise specified in the applicable prospectus supplement, we are not obligated to do so. Any
underwriters to whom securities are sold for public offering and sale may make a market in the securities, but the underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. The securities may
or may not be listed on a national securities exchange or a foreign securities exchange. No assurance can be given as
to the liquidity of the trading market for any of the securities.
The place, time of delivery,
and other terms of the offered securities will be described in the applicable prospectus supplement.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
None.
LEGAL MATTERS
Farris, Vaughan, Wills
& Murphy LLP, Vancouver, B.C., Canada, has provided an opinion on the validity of the securities offered by this prospectus.
Certain legal matters related to this prospectus will be passed upon on our behalf by Dorsey & Whitney LLP, Seattle, Washington
and Vancouver, B.C., Canada, with respect to matters of United States law. Counsel named in the applicable prospectus supplement
will pass upon legal matters for any underwriters, dealers or agents.
EXPERTS
The consolidated financial
statements of the Company and its subsidiaries, which comprise the consolidated balance sheets as at December 31, 2012 and December
31, 2011 and the consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for the years
ended December 31, 2012, December 31, 2011 and December 31, 2010, have been incorporated by reference herein in reliance upon the
report of BDO Canada LLP, an independent registered public accounting firm, given upon the authority of that firm as an expert
in accounting and auditing.
Information relating to
our oil and gas properties included or incorporated by reference herein has been derived from reports, statements or opinions prepared
or certified by Deloitte LLP and Gustavson Associates, LLC, each independent petroleum engineering consultants retained by us.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and
Officers
We are subject to the
provisions of the
Business Corporations Act
(British Columbia) (the “Act”). Under Section 160 of the
Act, we may, subject to Section 163 of the Act, indemnify an individual who:
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is or was a director or officer of our company;
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is or was a director or officer of another corporation (i) at a time when such corporation is
or was an affiliate of our company; or (ii) at our request; or
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at our request, is or was, or holds or held a position equivalent to that of, a director or officer
of a partnership, trust, joint venture or other unincorporated entity;
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and includes the heirs and
personal or other legal representatives of that individual (collectively, an “eligible party”), against a judgment,
penalty or fine awarded or imposed in, or an amount paid in settlement of, a proceeding (an “eligible penalty”)
in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of
the eligible party being or having been a director or officer of our company or an associated corporation, or holding or having
held a position equivalent to that of a director or officer of, our company or an associated corporation (a) is or may be
joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to,
the proceeding (an “eligible proceeding”) to which the eligible party is or may be liable and we may, subject
to section 163 of the Act, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by an eligible party in respect of that proceeding.
Under Section 161
of the Act, and subject to Section 163 of the Act, we must, after the final disposition of an eligible proceeding, pay the
expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has
not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding
or is substantially successful on the merits in the outcome of the proceeding.
Under Section 162
of the Act, and subject to Section 163 of the Act, we may pay, as they are incurred in advance of the final disposition of
an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the proceeding, provided
that we must not make such payments unless we first receive from the eligible party a written undertaking that, if it is ultimately
determined that the payment of expenses is prohibited under Section 163, the eligible party will repay the amounts advanced.
Under Section 163
of the Act, we must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable
or pay the expenses of an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the Act, as
the case may be, if any of the following circumstances apply:
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if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at
the time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses
by our memorandum or articles;
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if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay
expenses and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses
by our memorandum or articles;
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if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly
and in good faith with a view to the best interests of our company or the associated corporation, as the case may be; or
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in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not
have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.
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If an eligible proceeding
is brought against an eligible party by or on behalf of our company or by or on behalf of an associated corporation, we must not
either indemnify the eligible party against eligible penalties to which the eligible party is or may be liable, or pay the expenses
of the eligible party under Sections 160, 161 or 162 of the Act, as the case may be, in respect of the proceeding.
Under Section 164
of the Act, the Supreme Court of British Columbia may, on application of our company or an eligible party:
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order us to indemnify an eligible party against any liability incurred by the eligible party in respect
of an eligible proceeding;
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order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible
proceeding;
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order the enforcement of, or payment under, an agreement of indemnification entered into by us;
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order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining
an order under Section 164 of the Act; or
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make any other order the court considers appropriate.
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Section 165 of the
Act provides that we may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other
legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or
having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, our
company or an associated corporation.
Under the Act, the articles
of our company may affect our power or obligation to give an indemnity or pay expenses to the extent that the articles prohibit
giving the indemnity or paying the expenses. As indicated above, this is subject to the overriding power of the Supreme Court of
British Columbia under Section 164 of the Act.
Article 21 of our articles
provides for the mandatory indemnification of our directors, former directors, and alternate directors, as well as his or her heirs
and legal personal representatives, or any other person, to the greatest extent permitted by the Act. The indemnification includes
the mandatory payment of expenses actually and reasonably incurred by such person in respect of that proceeding. The failure of
a director, alternate director, or officer to comply with the Act or our articles of incorporation does not invalidate any indemnity
to which he or she is entitled. Under our articles, we may purchase and maintain insurance for the benefit of any eligible person
who:
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is or was a director, alternate director, officer, employee or agent of our company;
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is or was a director, alternate director, officer employee or agent of a corporation at a time when
the corporation is or was an affiliate of our company;
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at our request, is or was a director, alternate director, officer, employee or agent of a corporation
or of a partnership, trust, joint venture or other unincorporated entity; or
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at our request, holds or held a position equivalent to that of a director, alternate director or officer
of a partnership, trust, joint venture or other unincorporated entity;
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against any liability incurred
by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling
our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
Item 9. Exhibits.
Exhibit
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Description
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1.1*
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Form of Underwriting Agreement
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4.1*
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Form of Warrant
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4.2*
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Form of Warrant Indenture
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4.3*
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Form of Unit Agreement
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5.1**
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Opinion of Farris, Vaughan, Wills & Murphy LLP
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23.1
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Consent of BDO Canada LLP
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23.2**
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Consent of Farris, Vaughan, Wills & Murphy LLP (included in Exhibit 5.1)
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23.3
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Consent of Gustavson Associates, LLC
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23.4
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Consent of Deloitte LLP
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24.1**
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Powers of Attorney
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________________
*To be filed as an exhibit to a post-effective
amendment to this registration statement or as an exhibit to a report filed on Form 6-K under the Securities Exchange Act of 1934
and incorporated herein by reference.
** Previously filed.
Item 10. Undertakings.
The undersigned registrant
hereby undertakes:
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(a)(1)
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To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
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(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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 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 the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is
on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) 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 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 or Rule 3-19 of Regulation S-K if such financial
statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement.
(5) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant
is relying on Rule 430B:
(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; or
(ii) If the
registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
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 first use, 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 date of first use.
(6) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) the portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) For 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.
(c) 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 Securities 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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, British Columbia, Canada, on this 29th day of October, 2013.
DEJOUR ENERGY
INC.
By:
/s/ Robert L. Hodgkinson
Name: Robert
L. Hodgkinson
Title: Chief
Executive Officer
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated
below on October 29, 2013.
Signature
|
|
Title
|
/s/ Robert L. Hodgkinson
|
|
Chief Executive Officer and Co-Chairman
of the Board of Directors
|
Robert L. Hodgkinson
|
|
(principal executive officer)
|
/s/ David Matheson
|
|
Chief Financial Officer
|
David Matheson
|
|
(principal financial and accounting officer)
|
/s/ Craig Sturrock
|
|
Director
|
Craig Sturrock
|
|
|
/s/ Dr. A. Ross Gorrell
|
|
Director
|
Dr. A. Ross Gorrell
|
|
|
*
|
|
Director
|
Harrison Blacker
|
|
|
/s/ Richard H. Kennedy
|
|
Director
|
Richard H. Kennedy
|
|
|
*
|
|
Director
|
Stephen R. Mut
|
|
|
*
|
|
Director
|
Richard A. Bachmann
|
|
|
|
|
|
* By:
|
/s/ Robert L/ Hodgkinson
|
|
|
Name: Robert L. Hodgkinson
|
|
|
Title:
Attorney-in-fact
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity
of the duly authorized representative of Dejour Energy Inc. in the United States, on October 29, 2013.
|
DEJOUR ENERGY (USA) CORP.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Harrison Blacker
|
|
|
Name:
|
Harrison Blacker
|
|
|
Title:
|
President
|
|
EXHIBIT
INDEX
Exhibit
|
|
Description
|
|
|
|
1.1*
|
|
Form of Underwriting Agreement
|
4.1*
|
|
Form of Warrant
|
4.2*
|
|
Form of Warrant Indenture
|
4.3*
|
|
Form of Unit Agreement
|
5.1**
|
|
Opinion of Farris, Vaughan, Wills & Murphy LLP
|
23.1
|
|
Consent of BDO Canada LLP
|
23.2**
|
|
Consent of Farris, Vaughan, Wills & Murphy LLP (included in Exhibit 5.1)
|
23.3
|
|
Consent of Gustavson Associates, LLC
|
23.4
|
|
Consent of Deloitte LLP
|
24.1**
|
|
Powers of Attorney
|
________________
*To be filed as an exhibit to a post-effective
amendment to this registration statement or as an exhibit to a report filed on Form 6-K under the Securities Exchange Act of 1934
and incorporated herein by reference.
** Previously filed.
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