Tribute Pharmaceuticals Canada Inc.
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(Name of Issuer) |
Common Shares, no par value
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(Title of Class of Securities) |
89609J106 |
(CUSIP Number) |
Scott Langille
151 Steeles Avenue, East
Milton, Ontario, Canada L9T 1Y1
(519) 434-1540
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(Name, address and telephone number of person
authorized to receive notices and communications)
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December 1, 2011
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(Date of event which requires filing of this statement) |
CUSIP No. 89609J106 | SCHEDULE 13D | Page 2 of 9 Pages |
1
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NAME OF REPORTING PERSONS
Scott Langille
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Not Applicable
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
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7
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SOLE VOTING POWER
7,527,351
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|
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SHARES
BENEFICIALLY
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8
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SHARED VOTING POWER
0
|
|
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OWNED BY
EACH
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9
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SOLE DISPOSITIVE POWER
7,527,351
|
|
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REPORTING
PERSON WITH
|
10
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SHARED DISPOSITIVE POWER
0
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,527,351
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (99,088,738 common shares of the Company were issued and outstanding as of February 26, 2015)
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 3 of 9 Pages |
1
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NAME OF REPORTING PERSONS
Elora Financial Management Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Not Applicable
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|||
3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS
WC
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF
|
7
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SOLE VOTING POWER
6,875,000
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
0
|
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
6,875,000
|
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,875,000
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (99,088,738 common shares of the Company were issued and outstanding as of February 26, 2015)
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|||
14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 4 of 9 Pages |
Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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(i)
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(a)
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Scott Langille.
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(b)
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The address of Mr. Langille is c/o Tribute Pharmaceuticals Canada Inc., 151 Steeles Avenue, East, Milton, Ontario, Canada L9T 1Y1.
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(c)
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Mr. Langille is the Chief Financial Officer and a director of the Company.
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(d)
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Mr. Langille has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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Mr. Langille has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or maintaining activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Langille is a citizen of Canada.
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(ii)
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(a)
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Elora Financial Management Inc., an Ontario, Canada corporation (“Elora”).
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(b)
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The address of Elora is c/o Tribute Pharmaceuticals Canada Inc., Attn: Scott Langille, 151 Steeles Avenue, East, Milton, Ontario, Canada L9T 1Y1.
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(c)
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Elora is a personal holding company for Mr. Langille that does not engage in any business activity, and Mr. Langille is the sole shareholder, officer and director of Elora.
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(d)
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Elora has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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Elora has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or maintaining activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Elora is a corporation incorporated under the laws of Ontario, Canada.
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 5 of 9 Pages |
Item 3.
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Source or Amount of Funds or Other Consideration.
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 6 of 9 Pages |
Item 4.
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Purpose of the Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
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Mr. Langille is the beneficial owner of 7,527,351 common shares, or 7.5% of the Company’s outstanding common shares as of February 26, 2015, which includes
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(b)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote: 7,527,351 common shares of the Company.
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(ii)
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Shared power to vote or to direct the vote: 0 common shares of the Company.
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(iii)
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Sole power to dispose or to direct the disposition: 7,527,351 common shares of the Company.
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(iv)
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Shared power to dispose or to direct the disposition: 0 common shares of the Company.
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 7 of 9 Pages |
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(d)
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Not applicable.
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(e)
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Not applicable.
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(ii)
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(a)
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Elora is the beneficial owner of 6,875,000 common shares, or 6.9% of the Company’s outstanding common shares as of February 26, 2015, which includes (i) 6,843,750 common shares held by Elora; and (ii) 31,250 common shares underlying Series B warrants held by Elora, which are exercisable from February 27, 2013 until February 27, 2018 at an exercise price of Cdn$0.60 per share, subject to a certain right of the Company to call the Series B warrants. Mr. Langille has sole voting and dispositive power over the shares held by Elora.
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(b)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote: 6,875,000 common shares of the Company.
|
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(ii)
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Shared power to vote or to direct the vote: 0 common shares of the Company.
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(iii)
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Sole power to dispose or to direct the disposition: 6,875,000 common shares of the Company.
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(iv)
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Shared power to dispose or to direct the disposition: 0 common shares of the Company.
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(c)
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On February 19, 2015, the Company issued 31,250 common shares to Elora, for aggregate cash consideration of US$15,625, as a result of certain exercises of Series A Warrants. Elora did not effect any transactions in the Company’s common shares during the sixty (60) days preceding the date of this Schedule 13D.
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(d)
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Not applicable.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be filed as Exhibits.
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1.
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Agreement of Joint Filing dated March 18, 2015 between Mr. Langille and Elora.
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 8 of 9 Pages |
1.
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Employment Agreement between the Company and Mr. Langille dated December 1, 2011 (incorporated by reference from Exhibit 10.2 to the Form 8-K/A filed by the Issuer with the Commission on February 11, 2013).
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2.
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Securities Purchase Agreement dated February 27, 2013 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).
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3.
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Registration Rights Agreement dated February 27, 2013 (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).
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4.
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Form of Series A/Series B warrant (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).
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5.
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Registration Rights Agreement dated February 27, 2013 (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).
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6.
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Form of Series A/Series B warrant (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Issuer with the Commission on March 5, 2013).
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7.
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Amending Agreement dated February 6, 2014 between the Company and Mr. Langille.
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8.
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Employment Agreement between the Company and Mr. Langille dated January 1, 2015 (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Issuer with the Commission on February 2, 2015).
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CUSIP No. 89609J106 | SCHEDULE 13D | Page 9 of 9 Pages |
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By:
|
/s/ Scott Langille | |
Scott Langille
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ELORA FINANCIAL MANAGEMENT INC.
|
|||
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By:
|
/s/ Scott Langille | |
Name:
|
Scott Langille
|
||
Title:
|
|
|
/s/ Scott Langille | |
Scott Langille |
ELORA FINANCIAL MANAGEMENT INC.
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|||
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By:
|
/s/ Scott Langille | |
Scott Langille | |||
President | |||
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The definition of EBITDA in the Agreement is replaced with the following definition:
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The following shall be in inserted after the second bullet point on page 8 of the Agreement.
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The first paragraph on page 8 which commences with the words "The options in (ii) above shall have an exercise price…" is deleted in its entirety and the parties acknowledge that all options granted pursuant to the Agreement were issued on December 1, 2011 with an exercise price of $0.57 and an expiry date of December 1, 2016.
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In all other respects, the terms of the Agreement shall remain in full force and effect between the parties and are otherwise unamended.
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Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed thereto in the Agreement.
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TRIBUTE PHARMACEUTICALS CANADA INC.
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By:
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/s/ Arnold Tenney
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Name: Arnold Tenney
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Title: Director
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/s/ Scott Langille
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SCOTT LANGILLE
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