Common use of Prospectus Exemptions Clause in Contracts

Prospectus Exemptions. The issue and sale of the Securities by the Company to the Purchaser is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges and agrees that: (i) it has been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Exchange, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Warrants and, if necessary, the Conversion Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Warrants and, if applicable, the Underlying Shares are subject; (ii) it has not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable Law) or any document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its decision to enter into this Agreement and to purchase the Securities from the Company is based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Company; (iii) there are risks associated with the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (v) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel to the Company and not as counsel to the Purchaser; (vi) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law: (1) certain protections, rights and remedies provided by the Applicable Law, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it; (2) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it may not receive information that would otherwise be required to be given under the Applicable Law; and (4) there is no government or other insurance covering the Securities; (vii) no Person has made any written or oral representation to it: (1) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying Shares; or (2) as to the future price or value of the Underlying Shares; and

Prospectus Exemptions. The issue and sale of the Securities Common Shares by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Securities Common Shares or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Common Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Warrants and, if necessary, the Conversion Common Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Warrants and, if applicable, the Underlying Common Shares are subject; (iib) it has you, and, if applicable, others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable Lawapplicable Securities Laws) or any document purporting to describe the business and affairs of the Company Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the SecuritiesCommon Shares; and that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Securities Common Shares from the Company Corporation is based entirely upon publicly available information Information concerning the Company Corporation (other than the representations and warranties made by the Company Corporation in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation; (iiic) there are risks associated with the purchase of the SecuritiesCommon Shares, including, but not limited to, the risk factors described in the Public Reports Information and the Purchaser Subscriber may lose his, her or its entire investment; (ivd) it acknowledges you, or, if applicable, others for whom you are contracting hereunder, acknowledge that it has you have had such opportunity as it has you have deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company Corporation as is necessary to permit it you to evaluate the merits and risks of its your investment in the SecuritiesCommon Shares; (ve) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the CompanyCorporation’s counsel is acting solely as counsel to the Company Corporation and not as counsel to the PurchaserSubscriber; (vif) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Lawapplicable Securities Laws: (1i) certain protections, rights and remedies provided by the Applicable Lawapplicable Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it;you, or, if applicable, others for whom you are contracting hereunder, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;, (3iii) it you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable Law; applicable Securities Laws, and (4iv) the Corporation is relieved from certain obligations that would otherwise apply under the applicable Securities Laws; (g) there is no government or other insurance covering the SecuritiesCommon Shares; (viih) no Person has made any written or oral representation to ityou or any beneficial purchaser for whom you are contracting hereunder: (1i) that any Person will resell or repurchase the Convertible DebentureCommon Shares, (ii) that any Person will refund the Purchase Price, Warrants or Underlying Shares; or (2iii) as to the future price or value of the Underlying Common Shares; and (i) the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications, or other form of advertisement (including the electronic display such as the Internet) with respect to the distribution of the Common Shares.

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge, covenant and agrees agree that: (a) you, or, if applicable, others for whom you are contracting hereunder, (i) it has have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Unit Shares, the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction Offering Jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, (ii) are solely responsible for determining what such restrictions are, (iii) are solely responsible (and neither the Corporation nor the Underwriter are in any way responsible) for compliance with applicable resale restrictions, (iv) may not be able to transfer or resell the Unit Shares, the Warrants and the Warrant Shares except in accordance with exceptions under the Securities Laws of the applicable Offering Jurisdiction and the policies of the Stock Exchange, and (v) that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Unit Shares, the Warrants and, if necessary, the Conversion Warrant Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Unit Shares, the Warrants and, if applicable, the Underlying Warrant Shares are subject; (iib) it has you, or, if applicable, others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) or any similar document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company is Corporation has not been based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation or the Underwriter and that your decision, or, if applicable, the decision of others for whom you are contracting hereunder, is based entirely upon publicly available information concerning the Corporation and you and any others for whom you are contracting hereunder further acknowledge that the sale of the Purchased Securities was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, radio, television or telecommunications, including electronic display and the Internet; (iiic) there are risks associated with is no government or other insurance covering the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Offered Securities; (v) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel to the Company and not as counsel to the Purchaser; (vid) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law:Securities Laws of the Offering Jurisdictions (1i) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectusor damages, will not be available to it;you, or others for whom you are contracting hereunder, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it you, or others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions; and (4) there is no government or other insurance covering the Securities; (viie) no Person has made any written or oral representation to it:representation (1I) that any Person will resell or repurchase the Convertible DebenturePurchased Securities, the Unit Shares, the Warrants or Underlying the Warrant Shares; or (2) as to the future price or value of the Underlying Shares; and,

Prospectus Exemptions. The issue and sale of the Securities by the Company to the Purchaser you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees thatagree that you: (ia) it has have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Warrants and, if necessary, the Conversion Shares underlying the Convertible Debenture and Warrants Securities to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture Securities are subject and Warrants you are hereby advised that such securities cannot be traded through the facilities of the Stock Exchange as the certificates representing such securities is not freely transferable and consequently is not "good delivery" in settlement of transactions on the Stock Exchange and that the Stock Exchange will deem you to be responsible for any loss incurred on a sale made by you in such securities; and, if applicable, the Underlying Shares are subject; (iib) it has have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws) or any similar document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its your decision to enter into this Agreement and to purchase the Securities from the Company is has not been based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Company and that your decision is based entirely upon publicly available information concerning the Company; (iii) there are risks associated with the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (v) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it . By your acceptance of this Agreement Agreement, you represent and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel warrant to the Company (which representations and not as counsel to warranties shall survive the Purchaser; (viClosing) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Lawthat: (1) certain protections, rights and remedies provided by the Applicable Law, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it; (2) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it may not receive information that would otherwise be required to be given under the Applicable Law; and (4) there is no government or other insurance covering the Securities; (vii) no Person has made any written or oral representation to it: (1) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying Shares; or (2) as to the future price or value of the Underlying Shares; and

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Purchased Securities and the Securities underlying them imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, that a suitable legend or legends as set out in Section 5 of this Agreement, will be placed on the certificates certificate representing the Convertible Debenture Purchased Securities and Warrants and, if necessary, the Conversion Shares Securities underlying the Convertible Debenture and Warrants them to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture Purchased Securities and Warrants the Securities underlying them are subject; (b) you, and, if applicable, the Underlying Shares others for whom you are subject; (ii) it has contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) sales or advertising literature, or any document purporting to describe the business and affairs of the Company Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; Purchased Securities and that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company Corporation is based entirely upon publicly available information Information concerning the Company Corporation (other than the representations and warranties made by the Company Corporation in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation other than the term sheet attached hereto as Schedule A; (iiic) there are risks associated you have not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the purchase distribution of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her Purchased Securities or its entire investmentSecurities underling them; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (vd) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel to the Company and not as counsel to the Purchaser;.. (vie) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law:Securities Laws of the Offering Jurisdictions, (1i) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it;you, or, if applicable, others for whom you are contracting hereunder, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;, (3iii) it you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions, and (iv) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions; and (4) there is no government or other insurance covering the Securities; (viif) no Person has made any written or oral representation to it:representation (1i) that any Person will resell or repurchase the Convertible Debenture, Warrants Purchased Securities or Underlying Sharesthe Securities underlying them, (ii) that any Person will refund the Offering Price; or (2iii) as to the future price or value of the Underlying Shares; Purchased Securities or the Securities underlying them. By your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent, warrant, acknowledge and covenant to the Corporation (which representations and warranties shall survive the Closing) and its counsel (and acknowledge that the Corporation and its respective counsel, are relying thereon) both at the date hereof and at the Closing that:

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation and delivery of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware aware: (i) of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Unit Shares, the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, ; (ii) that the resale of the Offered Securities and the Warrant Shares may be prohibited until the expiry of the applicable hold period except for any resale made in accordance with limited exemptions under applicable Securities Laws; (iii) it is the Subscriber’s responsibility to find out what restrictions apply and to comply with them; and (iv) that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Warrants and, if necessaryUnit Shares, the Conversion Warrants and the Warrant Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Warrants and, if applicableUnit Shares, the Underlying Warrants and the Warrant Shares are subject; (iib) it has you, and, if applicable, others for whom you are contracting hereunder: (i) have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) or any document purporting to describe the business and affairs of the Company Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Offered Securities; and (ii) that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company Corporation is based entirely upon publicly available information concerning this Agreement and the Company (other than the representations and warranties made by the Company in this Agreement), Information and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation; (iii) there are risks associated with the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (vc) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, foregoing the CompanyCorporation’s counsel is are acting solely as counsel to the Company Corporation and not as counsel to the PurchaserSubscriber; (vid) as a consequence of the sale of the Purchased Securities being exempt from the prospectus and registration requirements of the Applicable LawSecurities Laws of the Offering Jurisdictions: (1i) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, agents, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectusprospectus or registration statement, will not be available to ityou, or, if applicable, others for whom you are contracting hereunder; (2ii) the common law may not provide investors you or, if applicable, others for whom you are contracting hereunder, with an adequate remedy in the event that they if you or, if applicable, others for whom you are contracting hereunder, suffer investment losses in connection with securities acquired in a private placementthe Purchased Securities; (3iii) it you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions; and (4iv) there the Corporation is no government or other insurance covering relieved from certain obligations that would otherwise apply under the SecuritiesSecurities Laws of the Offering Jurisdictions; (viie) no Person has made any written or oral representation to itrepresentation: (1i) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying SharesPurchased Securities; (ii) that any Person will refund the Purchase Price; or (2iii) as to the future price or value of the Underlying SharesUnit Shares or the Warrants comprising the Units; and (f) the Corporation may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time. By your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent, warrant and acknowledge to the Corporation (which representations, warranties and acknowledgements shall be true and correct both as of the date of execution of this Agreement and as of the Closing Date and shall survive the Closing) that:

Prospectus Exemptions. The issue and sale of the Securities by the Company to the such Purchaser is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Such Purchaser acknowledges and agrees that: (i) it has been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities imposed by the Securities Laws of the jurisdiction in which you reside it resides or to which you are it is subject and by the policies of the TSX Venture Exchange, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Warrants and, if necessary, the Conversion Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Warrants and, if applicable, the Underlying Shares are subject; (ii) it has not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable Law) or any document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its decision to enter into this Agreement and to purchase the Securities from the Company is based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Company; (iii) there are risks associated with the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the such Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (v) the such Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel to the Company and not as counsel to the such Purchaser; (vi) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law: (1) certain protections, rights and remedies provided by the Applicable Law, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it; (2) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it may not receive information that would otherwise be required to be given under the Applicable Law; and (4) there is no government or other insurance covering the Securities; (vii) no Person has made any written or oral representation to it: (1) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying Shares; or (2) as to the future price or value of the Underlying Shares; and

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Unit Shares, the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Unit Shares, the Warrants and, if necessary, the Conversion Warrant Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Unit Shares, the Warrants and, if applicable, the Underlying Warrant Shares are subject; (iib) it has you, and, if applicable, others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable Lawapplicable Securities Laws) or any document purporting to describe the business and affairs of the Company Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Purchased Securities; and that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company Corporation is based entirely upon publicly available information Information concerning the Company Corporation (other than the representations and warranties made by the Company Corporation in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation; (iiic) there are risks associated with the purchase of the Purchased Securities, including, but not limited to, the risk factors described in the Public Reports Information and the Purchaser Subscriber may lose his, her or its entire investment; (ivd) it acknowledges you, or, if applicable, others for whom you are contracting hereunder, acknowledge that it has you have had such opportunity as it has you have deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company Corporation as is necessary to permit it you to evaluate the merits and risks of its your investment in the Purchased Securities; (ve) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the CompanyCorporation’s counsel is acting solely as counsel to the Company Corporation and not as counsel to the PurchaserSubscriber; (vif) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Lawapplicable Securities Laws: (1i) certain protections, rights and remedies provided by the Applicable Lawapplicable Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it;you, or, if applicable, others for whom you are contracting hereunder, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;, (3iii) it you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable Law; applicable Securities Laws, and (4iv) the Corporation is relieved from certain obligations that would otherwise apply under the applicable Securities Laws; (g) there is no government or other insurance covering the Purchased Securities; (viih) no Person has made any written or oral representation to ityou or any beneficial purchaser for whom you are contracting hereunder: (1i) that any Person will resell or repurchase the Convertible DebentureUnit Shares, Warrants or Underlying Warrant Shares; , (ii) that any Person will refund the Purchase Price, or (2iii) as to the future price or value of the Underlying Common Shares; and (i) the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications, or other form of advertisement (including the electronic display such as the Internet) with respect to the distribution of the Units.

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or a registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, or others for whom you are contracting hereunder, have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Underlying Securities and the Warrant Shares (to the extent that such Warrant Shares are issued prior to the expiry of the applicable hold period imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Exchangesubject), that a suitable legend or Canadian and US legends will be placed on the certificates representing the Convertible Debenture Underlying Securities and Warrants and, Warrant Shares (if necessary, the Conversion Shares underlying the Convertible Debenture and Warrants applicable) to reflect the applicable restricted period and statutory hold period to which such securities are subject and you are hereby advised that during such period the Convertible Debenture Underlying Securities and Warrant Shares may not be resold in Canada or the United States, except pursuant to exemptions from the prospectus requirements of applicable Securities Laws of the applicable jurisdictions in Canada, and notwithstanding the expiry of any applicable hold periods imposed by such Securities Laws, you, or others for whom you are contracting hereunder, will not be able to resell any of the Unit Shares or the Warrant Shares on the Stock Exchange (to the extent applicable) until the Registration Statement is declared effective by the SEC; you, or others for whom you are contracting hereunder, are aware that the Warrants will not be listed for trading on the Stock Exchange at any time; (b) the Purchased Securities have not been registered under the Securities Act or any applicable state securities laws and will be issued to you in an offshore transaction outside of the United States in accordance Rule 903 of Regulation S of the Securities Act based on your representations and warranties in this Agreement, and, accordingly: (i) the Purchased Securities will, upon issuance, be “restricted securities” within the meaning of the Securities Act; (ii) the Purchased Securities may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the Securities Act or pursuant to an effective registration statement under the Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction; and (iii) the Corporation will refuse to register any transfer of the Purchased Securities not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. (c) if applicableyou decide to offer, sell or otherwise transfer any of the Unit Shares or Warrant Shares, such securities may be offered, sold or otherwise transferred only, (i) to the Corporation, (ii) pursuant to registration under the Securities Act, (iii) outside the United States in accordance with Rule 904 of Regulation S, if available or (iv) within the United States pursuant to an available exemption from registration under the Securities Act, and in compliance with any applicable state securities laws, provided you have furnished to the Corporation an opinion of counsel of recognized standing in form and substance reasonable satisfactory to the Corporation prior to such offer, sale or transfer; (d) if you decide to offer, sell or otherwise transfer any of the Warrants, such securities may be offered, sold or otherwise transferred only, (i) to the Corporation, (ii) pursuant to registration under the Securities Act or (iii) outside the United States in accordance with Rule 904 of Regulation S, if available; (e) you will not engage in hedging transactions with regard to the Purchased Securities unless in compliance with the Securities Act; (f) you consent to the Corporation making a notation on its records or giving instructions to any transfer agent of the Purchased Securities in order to implement the restrictions on transfer set forth and described herein; (g) you, or others for whom you are contracting hereunder, are solely responsible and the Corporation and the Agent is not in any way responsible for compliance by you or any beneficial purchaser for whom you are contracting hereunder with all applicable hold periods and resale restrictions to which the Underlying Securities and Warrant Shares are subject; (iih) it has you, or others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) or any similar document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its your decision, or the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company is Corporation has not been based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation or the Agent and that your decision, or the decision of others for whom you are contracting hereunder, is based entirely upon the Information (other than the representations and warranties made by the Corporation in this Agreement) and you and any others for whom you are contracting hereunder further acknowledge that the sale of the Purchased Securities was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, radio, television or telecommunications, including electronic display and the Internet; (iiii) there you, or, if applicable, others for whom you are risks associated contracting hereunder, (i) acknowledge that the publicly available Information concerning the Corporation on which you, or, if applicable, other for whom you are contracting hereunder relied in connection with the purchase of the Securities, including, but not limited to, the risk factors described investment in the Public Reports and Purchased Securities has not been independently investigated or verified by the Purchaser may lose hisAgent, her or its entire investment;and (ivii) it acknowledges acknowledge that it has had such opportunity as it has deemed adequate you are not relying upon the Agent to conduct all any due diligence investigations regarding investigation on your behalf concerning the business, financial position, condition and or prospects of the Company Corporation and agree that the Agent assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any such publicly available Information or as is necessary to permit it whether all information concerning the Corporation required to evaluate be disclosed by the merits and risks of its investment in the SecuritiesCorporation has been publicly disclosed; (vj) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, : (i) the CompanyCorporation’s counsel (the “Corporation’s Counsel”) is acting solely as counsel to the Company Corporation and not as counsel to the PurchaserSubscriber; (viii) the Agent’s counsel (the “Agent’s Counsel”) is acting solely as counsel to the Agent and not as counsel to the Subscriber; (iii) the relationship of the Corporation’s Counsel and the Agent’s Counsel to the Subscriber is limited solely to responding to any question which the Subscriber may have regarding the terms of the documents to be delivered in connection with this Agreement; and (iv) the Agent is acting solely as financial advisor to, and agent of, the Corporation and not as financial advisor to the Subscriber, or as agent of, the Subscriber, except insofar as is necessary at the Closing to deliver payment for the Purchased Securities to the Corporation on behalf of the Subscriber and to accept and deliver the Purchased Securities to the Subscriber after the Closing; (k) as a consequence of the sale being exempt from the prospectus requirements of the Applicable LawSecurities Laws of the Offering Jurisdictions: (1l) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectusor damages, will not be available to ityou, or others for whom you are contracting hereunder; (2i) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it you, or others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions; and (4ii) there the Corporation is no government or other insurance covering relieved from certain obligations that would otherwise apply under the Securities;Securities Laws of the Offering Jurisdictions; and (viiiii) no Person has made any written or oral representation to it:representation (1iv) that any Person will resell or repurchase the Convertible Debenture, Warrants Underlying Securities or Underlying the Warrant Shares; (v) that any Person will refund the Purchase Price or exercise price of the Warrants; or (2vi) as to the future price or value of the Underlying Securities or Warrant Shares; and. This subscription may be accepted in whole or in part and the right is reserved to the Corporation and/or the Agent to allot to any Subscriber less than the amount of Offered Securities subscribed for hereunder. Confirmation of acceptance or rejection of this Agreement will be forwarded to you promptly after the acceptance or rejection of this Agreement by the Corporation. If this Agreement is rejected in whole, you understand that any cheques, bank drafts, money orders or wire transfers delivered by you to the Agent representing the Purchase Price for the Purchased Securities will be promptly returned to you without interest. If this Agreement is accepted only in part, you understand that a cheque representing the portion of the Purchase Price for that number of Offered Securities which is not accepted by the Corporation will be promptly delivered to you, without interest. By your acceptance of this Agreement, you and any others for whom you are contracting hereunder represent, warrant and certify to the Corporation and the Agent (which representations and warranties shall survive the Closing) that:

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar documentmemorandum. The Purchaser acknowledges You acknowledge and agrees thatagree that you: (ia) it has have been independently advised as to to, or are aware of of, the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Purchased Securities imposed by the Securities Laws of securities legislation in the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, that a suitable legend or legends will be placed on the certificates certificate representing the Convertible Debenture and Warrants and, if necessary, the Conversion Shares underlying the Convertible Debenture and Warrants Purchased Securities to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture Purchased Securities are subject and Warrants and, if applicable, you are hereby advised that such securities can not be traded through the Underlying Shares are subjectfacilities of the Stock Exchange since the certificate representing such securities is not freely transferable and consequently is not "good delivery" in settlement of transactions on the Stock Exchange and that the Stock Exchange will deem you to be responsible for any loss incurred on a sale made by you in such securities; (iib) it has have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable Law) or any similar document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its your decision to enter into this Subscription Agreement and to purchase the Purchased Securities from the Company is Corporation has not been based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Company;Corporation or either of the Agents and that your decision is based entirely upon publicly available information concerning the Corporation; and (iii) there are risks associated with the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (v) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel to the Company and not as counsel to the Purchaser; (vic) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law:sale, (1i) certain protections, rights and you are restricted from using most civil remedies provided by the Applicable Law, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire under applicable securities offered by a prospectus, will not be available to it;legislation, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it you may not receive information that would otherwise be required to be given under the Applicable Lawapplicable securities legislation; and (4iii) there the Corporation is relieved from certain obligations that would otherwise apply under applicable securities legislation. You further acknowledge and agree that the Agents assume no government responsibility or other insurance covering liability of any nature whatsoever for the Securities; accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed. By your acceptance of this Subscription Agreement, you represent and warrant to the Agents and to the Corporation (viiwhich representations and warranties shall survive the Closing) no Person has made any written or oral representation to itthat: (1a) that any Person will resell You are resident in the jurisdiction set out under the heading "Address" below your signature set forth on the execution page of this Subscription Agreement and you were not offered the Purchased Securities, and did not execute or repurchase deliver this Subscription Agreement, in the Convertible Debenture, Warrants or Underlying Shares; orUnited States. (2b) If you are not an individual (i) you have the legal capacity to authorize, execute and deliver this Subscription Agreement, and (ii) the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement. (c) None of the funds you are using to purchase the Purchased Securities are to your knowledge proceeds obtained or derived directly or indirectly as a result of illegal activities. (d) You are at arm's-length, within the meaning of applicable securities legislation, the Tax Act and the policies of the Stock Exchange, with the Corporation. (e) You are not a "promoter" of the Corporation within the meaning of applicable securities legislation. (f) You are capable of assessing the proposed investment in the Purchased Securities as a result of your financial or investment experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof and you are able to bear the economic loss of your investment in the Purchased Securities. (g) You are not a U.S. Person (as that term is defined in Rule 902 of Regulation S under the Securities Act of 1933 (United States), as amended) and are not and will not be purchasing Purchased Securities for the account or benefit of any U.S. Person. (h) The Purchased Securities to be issued hereunder are not being purchased with knowledge of any material fact about the Corporation that has not been generally disclosed. (i) You acknowledge that no agency, governmental authority, securities commission or similar regulatory body, stock exchange or other entity has reviewed, passed on or made any finding or determination as to the future price or value merit for investment of the Underlying Shares; Purchased Securities nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Purchased Securities. (j) This Subscription Agreement has been duly executed and delivered and, when accepted by the Corporation, will constitute your legal, valid and binding obligation enforceable against you in accordance with the terms hereof. (k) You are purchasing the Purchased Securities as principal and you are an "accredited investor" within the meaning of Rule 45-501 of the Ontario Securities Commission and have concurrently executed and delivered a certificate in the form attached as schedule E hereto. (l) The provisions of paragraphs (a) to (k) of this section 4 will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Date.

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge, covenant and agrees agree that: (a) you, or, if applicable, others for whom you are contracting hereunder, (i) it has have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Unit Shares, the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction Offering Jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, (ii) are solely responsible for determining what such restrictions are, (iii) are solely responsible (and neither the Corporation nor the Underwriter are in any way responsible) for compliance with applicable resale restrictions, (iv) may not be able to transfer or resell the Unit Shares, the Warrants and the Warrant Shares except in accordance with exceptions under the Securities Laws of the applicable Offering Jurisdiction and the policies of the Stock Exchange, and (v) that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Unit Shares, the Warrants and, if necessary, the Conversion Warrant Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Unit Shares, the Warrants and, if applicable, the Underlying Warrant Shares are subject; (iib) it has you, or, if applicable, others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) or any similar document purporting to describe the business and affairs of the Company which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities; and that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company is Corporation has not been based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation or the Underwriter and that your decision, or, if applicable, the decision of others for whom you are contracting hereunder, is based entirely upon publicly available information concerning the Corporation and you and any others for whom you are contracting hereunder further acknowledge that the sale of the Purchased Securities was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, radio, television or telecommunications, including electronic display and the Internet; (iiic) there are risks associated with is no government or other insurance covering the purchase of the Securities, including, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Offered Securities; (v) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel to the Company and not as counsel to the Purchaser; (vid) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law:Securities Laws of the Offering Jurisdictions (1i) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectusor damages, will not be available to it;you, or others for whom you are contracting hereunder, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it you, or others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions; and (4) there is no government or other insurance covering the Securities; (viie) no Person has made any written or oral representation to it:representation (1I) that any Person will resell or repurchase the Convertible DebenturePurchased Securities, the Unit Shares, the Warrants or Underlying the Warrant Shares, (ii) that any Person will refund the Purchase Price; or (2iii) as to the future price or value of the Underlying Common Shares; . You, and, if applicable, any others for whom you are contracting hereunder, further acknowledge and agree that the Underwriter assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed. By your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent and warrant to the Underwriter and to the Corporation (which representations and warranties shall survive the Closing) that:

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees thatagree that you, or others for whom you are contracting hereunder: (ia) it has have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Purchased Securities imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Warrants and, if necessary, the Conversion Shares underlying the Convertible Debenture and Warrants Purchased Securities to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture Purchased Securities are subject and Warrants and, if applicable, you are hereby advised that such securities cannot be traded through the Underlying Shares are subjectfacilities of the Stock Exchange as the certificate representing such securities is not freely transferable and consequently is not "good delivery" in settlement of transactions on the Stock Exchange and that the Stock Exchange will deem you to be responsible for any loss incurred on a sale made by you in such securities; (iib) it has have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws) or similar document or any document (other than an annual report, annual information form, interim report, information circular or other continuous disclosure document, but not an offering memorandum, the content of which is prescribed by statute or regulation) purporting to describe the business and affairs of the Company which has been Corporation and prepared for review by prospective purchasers to assist them in making an investment decision in respect of the Securities; Purchased Securities and that its your decision, or the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company is Corporation has not been based entirely upon publicly available information concerning the Company (other than the representations and warranties made by the Company in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation and that your decision, or the decision of others for whom you are contracting hereunder, is based entirely upon the Information Record; (c) One of subparagraph (i), (ii) or (iii) below is applicable to you: (i) In the case of the purchase by you of Purchased Securities as principal, you are purchasing the Purchased Securities as principal for your own account, and not for the benefit of any other person, and will be purchasing a sufficient number of Purchased Securities so that you have an aggregate acquisition cost for such Purchased Securities of not less than $150,000 (as prescribed by Section 2.10 of National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106") of the Canadian Securities Administrators; (ii) In the case of the purchase by you of Purchased Securities as agent for an undisclosed principal, each beneficial purchaser of the Purchased Securities for whom you are acting is purchasing as principal for its own account, and not for the benefit of any other person, a sufficient number of Purchased Securities so that each such purchaser has an aggregate acquisition cost for such Purchased Securities of not less than $150,000 and you are an agent with proper authority to execute all documents required in connection with the purchase on behalf of the beneficial purchaser (as prescribed by Section 2.10 of NI 45-106); or (iii) there You are risks associated with the purchase an "accredited investor" (as defined in NI 45-106) by virtue of the Securitiesbeing a person, includingother than an individual or investment fund, but not limited to, the risk factors described in the Public Reports and the Purchaser may lose his, her or its entire investment; (iv) it acknowledges that it has had such opportunity net assets of at least $5,000,000 as it has deemed adequate to conduct all due diligence investigations regarding the business, shown on your most recently prepared financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (v) the Purchaser is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it statements. By your acceptance of this Agreement Agreement, you and the transactions contemplated any others for whom you are contracting hereunder (including the resale represent and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s counsel is acting solely as counsel warrant to the Company Corporation (which representations and not as counsel to warranties shall survive the Purchaser; (viClosing) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Lawthat: (1) certain protections, rights and remedies provided by the Applicable Law, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it; (2) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (3) it may not receive information that would otherwise be required to be given under the Applicable Law; and (4) there is no government or other insurance covering the Securities; (vii) no Person has made any written or oral representation to it: (1) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying Shares; or (2) as to the future price or value of the Underlying Shares; and

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation and delivery of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware aware: (i) of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Unit Shares, the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture Stock Exchange; (ii) that the resale of the Offered Securities and, if applicable, the Warrant Shares, may be prohibited until the expiry of the applicable hold period except for any resale made in accordance with limited exemptions under applicable Securities Laws; (iii) it is the Subscriber’s responsibility to find out what restrictions apply and to comply with them; and (iv) that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Unit Shares, the Warrants and, if necessaryapplicable the Warrant Shares, the Conversion Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Unit Shares, the Warrants and, if applicable, the Underlying Warrant Shares are subject; (iib) it has you, and, if applicable, others for whom you are contracting hereunder: (i) have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) or any document purporting to describe the business and affairs of the Company Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Offered Securities; and (ii) that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company Corporation is based entirely upon publicly available information concerning this Agreement and the Company (other than the representations and warranties made by the Company in this Agreement), Information and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation or the Agent; (iiic) there you, or, if applicable, others for whom you are risks associated contracting hereunder, (i) acknowledge that the Information on which you, or, if applicable, others for whom you are contracting hereunder relied in connection with the purchase of the Securities, including, but not limited to, the risk factors described investment in the Public Reports and Purchased Securities has not been independently investigated or verified by the Purchaser may lose his, her or its entire investment;Agent; and (ivii) it acknowledges acknowledge that it has had such opportunity as it has deemed adequate you are not relying upon the Agent to conduct all any due diligence investigations regarding investigation on your behalf concerning the business, financial position, condition and or prospects of the Company Corporation and agree that the Agent assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any such Information or as is necessary to permit it whether all information concerning the Corporation required to evaluate be disclosed by the merits and risks of its investment in the SecuritiesCorporation has been publicly disclosed; (vd) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, : (i) the CompanyCorporation’s counsel is are acting solely as counsel to the Company Corporation and not as counsel to the PurchaserSubscriber; (viii) the Agent’s counsel are acting solely as counsel to the Agent and not as counsel to the Subscriber; and (iii) the Agent is acting solely as financial advisors to the Corporation and not as financial advisors to the Subscriber, or as agent of, the Subscriber, except insofar as is necessary at the Closing to deliver payment for the Purchased Securities to the Corporation on behalf of the Subscriber and to accept and deliver the Purchased Securities to the Subscriber after the Closing; (e) as a consequence of the sale of the Purchased Securities being exempt from the prospectus and registration requirements of the Applicable LawSecurities Laws of the Offering Jurisdictions: (1i) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, agents, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectusprospectus or registration statement, will not be available to ityou, or, if applicable, others for whom you are contracting hereunder; (2ii) the common law may not provide investors you or, if applicable, others whom you are contracting hereunder, with an adequate remedy in the event that they if you or, if applicable, others for whom you are contracting hereunder, suffer investment losses in connection with securities acquired in a private placementthe Purchased Securities; (3iii) it you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions; and (4iv) there the Corporation is no government or other insurance covering relieved from certain obligations that would otherwise apply under the SecuritiesSecurities Laws of the Offering Jurisdictions; (viif) no Person has made any written or oral representation to itrepresentation: (1i) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying SharesPurchased Securities; (ii) that any Person will refund the Purchase Price; or (2iii) as to the future price or value of the Underlying SharesCommon Shares or the Warrants comprising the Units; and (g) the Corporation may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time. By your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent, warrant and acknowledge to the Agent and to the Corporation (which representations, warranties and acknowledgements shall be true and correct both as of the date of execution of this Agreement and as of the Closing Date and shall survive the Closing) that:

Prospectus Exemptions. The issue and sale of the Purchased Securities by the Company Corporation to the Purchaser Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges You acknowledge and agrees agree that: (ia) it has you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Securities Unit Shares, the Warrants and the (b) Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the TSX Venture ExchangeStock Exchanges, that a suitable legend or legends will be placed on the certificates representing the Convertible Debenture and Unit Shares, the Warrants and, if necessary, the Conversion Warrant Shares underlying the Convertible Debenture and Warrants to reflect the applicable restricted period and statutory hold period to which the Convertible Debenture and Unit Shares, the Warrants and, if applicable, the Underlying Warrant Shares are subject; (iic) it has you, and, if applicable, others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Applicable LawSecurities Laws of the Offering Jurisdictions) or any document purporting to describe the business and affairs of the Company Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Offered Securities; and that its your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Company Corporation is based entirely upon publicly available information Information concerning the Company Corporation (other than the representations and warranties made by the Company Corporation in this Agreement), and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the CompanyCorporation; (iiid) there are risks associated with the purchase of the Purchased Securities, including, but not limited to, including the risk factors described in on pages 14 to 18 inclusive of the Public Reports annual report of the Corporation on Form 20-F filed with the Securities and Exchange Commission of the Purchaser may lose hisUnited States on April 3, her or its entire investment2006; (iv) it acknowledges that it has had such opportunity as it has deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects of the Company as is necessary to permit it to evaluate the merits and risks of its investment in the Securities; (ve) the Purchaser Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing, the Company’s Corporation's counsel is are acting solely as counsel to the Company Corporation and not as counsel to the PurchaserSubscriber; (vif) as a consequence of the sale being exempt from the prospectus requirements of the Applicable Law:Securities Laws of the Offering Jurisdictions (1i) certain protections, rights and remedies provided by the Applicable LawSecurities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to it;you, or, if applicable, others for whom you are contracting hereunder, (2ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;, (3iii) it you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Applicable LawSecurities Laws of the Offering Jurisdictions, and (iv) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions; and (4) there is no government or other insurance covering the Securities; (viig) no Person has made any written or oral representation to it:representation (1h) that any Person will resell or repurchase the Convertible Debenture, Warrants or Underlying SharesPurchased Securities, (i) that any Person will refund the Purchase Price; or (2ii) as to the future price or value of the Underlying Common Shares; . By your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent and warrant to the Corporation (which representations and warranties shall be true and correct both as of the date of execution of this Agreement and as of the Closing Date and shall survive the Closing) that: