Terms of Service

1. Acceptance of Terms

Welcome to North Front Advantage ("Company," "we," "our," or "us"). By accessing or using our website, engaging our services, or otherwise interacting with our firm, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must immediately discontinue use of our services and website.

These Terms constitute a legally binding agreement between you and North Front Advantage. We reserve the right to modify these Terms at any time, and such modifications will become effective immediately upon posting to our website. Your continued use of our services following any changes indicates your acceptance of the revised Terms.

2. Nature of Services

2.1 Advisory and Consulting Services Only

North Front Advantage provides transaction advisory and consulting services exclusively. Our services are limited to facilitating connections between resource asset holders and institutional capital partners, providing market intelligence, and offering strategic guidance on potential transactions.

2.2 Scope of Services

Our consulting services may include, but are not limited to:

• Market research and analysis regarding resource assets in Western Canada
• Identification and introduction of potential transaction counterparties
• Preliminary due diligence coordination and data room organization
• Strategic advisory related to transaction structure and negotiation processes
• Facilitation of confidential communications between asset holders and capital partners

All services are provided on a consulting basis and are subject to formal engagement agreements that define the specific scope, deliverables, and compensation for each engagement.

3. Client Responsibilities

3.1 Independent Professional Advice

Clients acknowledge and agree that they are solely responsible for obtaining independent professional advice before entering into any transaction. This includes, but is not limited to:

• Legal Counsel: Clients must retain qualified legal counsel to review all transaction documents, contracts, and agreements
• Financial Advisors: Clients must engage registered investment advisors or financial professionals to assess investment suitability and financial implications
• Tax Professionals: Clients must consult with accountants or tax advisors regarding tax consequences of any transaction
• Technical Experts: Clients must engage qualified engineers, geologists, or other technical professionals to assess asset quality and valuation

3.2 Accuracy of Information

Clients represent and warrant that all information provided to North Front Advantage is accurate, complete, and not misleading. Clients are responsible for updating any information that becomes inaccurate or incomplete during the course of our engagement.

3.3 Authorization and Capacity

Clients represent that they have the legal authority and capacity to engage our services and enter into transactions. If representing a corporate entity, clients warrant that they are duly authorized to act on behalf of such entity.

4. Engagement Terms

4.1 Formal Engagement Agreements

All client engagements are governed by formal written agreements that specify the scope of services, compensation structure, confidentiality obligations, and other material terms. These Terms of Service are supplementary to, and do not replace, the specific provisions of any engagement agreement.

4.2 No Obligation to Engage

Initial inquiries, consultations, and preliminary discussions do not create a binding engagement. North Front Advantage reserves the right to decline any engagement at our sole discretion.

4.3 Compensation

Compensation for our services is determined on a case-by-case basis and is outlined in each engagement agreement. Compensation structures may include:

• Fixed consulting fees for specific advisory services
• Success-based fees contingent upon transaction completion
• Retainer arrangements for ongoing advisory relationships

All fees, payment terms, and conditions are subject to negotiation and must be agreed upon in writing prior to commencement of services.

5. Confidentiality

5.1 Mutual Confidentiality

North Front Advantage recognizes the highly sensitive nature of resource asset transactions. We maintain strict confidentiality protocols and require all parties to execute non-disclosure agreements (NDAs) before sharing proprietary or confidential information.

5.2 Client Confidentiality Obligations

Clients agree to maintain the confidentiality of any proprietary information, methodologies, or business intelligence shared by North Front Advantage, including but not limited to buyer profiles, market insights, and transaction strategies.

5.3 Exceptions

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory authority.

6. Limitations of Liability

6.1 No Guarantees or Warranties

North Front Advantage makes no representations, warranties, or guarantees regarding:

• The successful completion of any transaction
• The accuracy or completeness of information provided by third parties
• Asset valuations, market conditions, or future performance
• The suitability of any counterparty or transaction structure
• Compliance with all applicable laws and regulations by clients or counterparties

6.2 Limitation of Damages

To the maximum extent permitted by law, North Front Advantage's total liability arising from or related to any engagement shall be limited to the fees actually paid by the client for the specific services giving rise to the claim. In no event shall North Front Advantage be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost opportunities, or business interruption.

6.3 Third-Party Actions

North Front Advantage is not responsible for the actions, omissions, or representations of any third parties, including but not limited to asset holders, buyers, legal counsel, financial advisors, or technical consultants engaged by clients.

7. Indemnification

Clients agree to indemnify, defend, and hold harmless North Front Advantage, its principals, employees, contractors, and affiliates from any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Client's breach of these Terms or any engagement agreement
• Client's violation of any law, regulation, or third-party rights
• Inaccurate, incomplete, or misleading information provided by Client
• Client's failure to obtain independent professional advice
• Any transaction entered into by Client, including disputes with counterparties

8. Regulatory and Compliance Disclaimers

8.1 Not a Registered Entity

North Front Advantage is not registered with any securities regulatory authority, including but not limited to the Canadian Securities Administrators (CSA), the U.S. Securities and Exchange Commission (SEC), or the Financial Industry Regulatory Authority (FINRA). We do not hold ourselves out as, and should not be construed as, a registered investment advisor, broker-dealer, or securities intermediary.

8.2 No Investment Advice

Nothing provided by North Front Advantage constitutes investment advice, a recommendation to buy or sell securities, or an endorsement of any investment strategy. Clients must make their own independent investment decisions based on their own analysis and consultation with qualified investment professionals.

8.3 Compliance with Laws

Clients are solely responsible for ensuring compliance with all applicable federal, provincial, state, and local laws and regulations governing their transactions, including but not limited to securities laws, tax laws, environmental regulations, and land use restrictions.

9. Intellectual Property

9.1 Ownership

All content on the North Front Advantage website, including text, graphics, logos, images, and software, is the property of North Front Advantage or its licensors and is protected by Canadian and international copyright, trademark, and other intellectual property laws.

9.2 Limited License

Clients are granted a limited, non-exclusive, non-transferable license to access and use our website and materials solely for the purpose of evaluating or engaging our services. Clients may not reproduce, distribute, modify, or create derivative works without our express written consent.

9.3 Work Product

Any analyses, reports, or other work product created by North Front Advantage in the course of an engagement remains our intellectual property unless otherwise specified in a written engagement agreement. Clients are granted a license to use such work product solely for the purposes outlined in the engagement agreement.

10. Website Use and Disclaimers

10.1 Information Accuracy

While we strive to provide accurate and up-to-date information on our website, North Front Advantage makes no representations or warranties regarding the accuracy, completeness, or timeliness of any content. Information on the website is provided for general informational purposes only and should not be relied upon as professional advice.

10.2 Third-Party Links

Our website may contain links to third-party websites for convenience. North Front Advantage does not endorse, control, or assume responsibility for the content, privacy policies, or practices of any third-party websites. Use of third-party websites is at your own risk.

10.3 Website Availability

We do not guarantee that our website will be available at all times or free from errors, viruses, or other harmful components. North Front Advantage reserves the right to modify, suspend, or discontinue the website at any time without notice.

11. Termination

11.1 Termination of Engagement

Either party may terminate an engagement in accordance with the terms specified in the applicable engagement agreement. Termination does not relieve clients of their obligation to pay for services rendered prior to termination.

11.2 Survival of Terms

Provisions relating to confidentiality, indemnification, limitations of liability, intellectual property, and dispute resolution shall survive termination of any engagement or these Terms.

12. Dispute Resolution

12.1 Governing Law

These Terms and any disputes arising from or related to our services shall be governed by and construed in accordance with the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein, without regard to conflict of law principles.

12.2 Jurisdiction and Venue

Any legal action or proceeding arising from or related to these Terms or our services shall be brought exclusively in the courts located in Regina, Saskatchewan. Both parties consent to the personal jurisdiction and venue of such courts.

12.3 Dispute Resolution Process

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If negotiation is unsuccessful within 30 days, the parties may agree to mediation before pursuing litigation.

13. Miscellaneous Provisions

13.1 Entire Agreement

These Terms, together with any applicable engagement agreement and privacy policy, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements, whether oral or written.

13.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 No Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. North Front Advantage's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

13.4 Assignment

Clients may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. North Front Advantage may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

13.5 Independent Contractor

North Front Advantage operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14. Contact Information

If you have any questions regarding these Terms of Service, please contact us:

15. Acknowledgment and Acceptance

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You further acknowledge that you understand the nature of our advisory services and the importance of seeking independent professional advice for all transactions.