PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (Units – common shares & warrants)

________
(initial)

a Canadian financial institution or a Schedule III bank;

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(initial)

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

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(initial)

a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

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(initial)

a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person registered solely as a limited market dealer registered under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

________
(initial)

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person referred to in paragraph (d);

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(initial)

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the government of Canada or a jurisdiction of Canada;

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(initial)

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

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(initial)

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

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(initial)

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

________
(initial)

an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets [i.e. cash and securities – see definition following] having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds C$ 1,000,000;

an individual whose net income before taxes exceeded C$ 200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded C$ 300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

an individual who, either alone or with a spouse, has net assets of at least C$ 5,000,000;

a person, other than an individual or investment fund, that has net assets of at least C$ 5,000,000 as shown on its most recently prepared financial statements;

an investment fund that distributes or has distributed its securities only to persons that

are or were accredited investors at the time of the distribution,

acquire or have acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional Investment in Investment Funds] of NI 45-106, or

are described in (i) or (ii) that acquires or acquired securities under section 2.18 [Investment Fund Reinvestment] of NI 45-106;

an investment fund that distributes or has distributed its securities under a prospectus in a jurisdiction in Canada for which the regulator, or in Québec, the securities regulatory authority, has issued a receipt;

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

a person acting on behalf of a fully managed account managed by that person if that person

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

in Ontario, is purchasing a security that is not a security of an investment fund;

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) and paragraph (i) in form and function;

(t)

a person [e.g. a company or partnership – see definition below] in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors under one of the categories above, namely

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer.

a member of the board of directors of a company or an individual who performs similar functions for a company, and

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

in Saskatchewan or Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.

a chair, vice-chair or president,

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

performing a policy-making function in respect of the issuer;

cash,

securities, or

a contract of insurance, deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

at the time of the trade is actively involved in the business of the issuer;

an issuer of a security that entitles the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the security,

an issuer designated to be a mutual fund by the securities commission or regulatory authority.

whose primary purpose is to invest money provided by its securityholders;

that does not invest for the purpose of

exercising or seeking to exercise effective control of an issuer other than an issuer which is a mutual fund or a non-redeemable investment fund, or

being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

that is not a mutual fund.

an individual,

a corporation,

a partnership, trust, fund, and an association, syndicate, or other organized group of persons, whether incorporated or not, and

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

secured by financial assets.

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

an issuer is considered to be an “affiliate” of another issuer if one of them is the subsidiary of the other, or each of them is controlled by the same person.

a person (the ‘first person) is considered to “control” another person (the ‘second person’) if

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

the second person is a limited partnership and the general partner of the limited partnership is the first person.

An organization described in section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring these securities with total assets in excess of US$ 5,000,000;

A natural person (or an ▇▇▇ (Individual Retirement Account) owned by such person) whose individual net worth, or joint net worth with that person’s spouse exceeds US$ 1,000,000 (excluding the net value of any primary residence or, if the amount due under mortgage(s) thereon exceeds the market value thereof and the lender has recourse against such person(s) or their other assets for the shortfall, such shortfall shall be deducted from the net worth);

A natural person (or an ▇▇▇ (Individual Retirement Account) owned by such person) who had an individual income in excess of US$ 200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$ 300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

A trust that (i) has total assets in excess of US$ 5,000,000, (ii) was not formed for the specific purpose of acquiring these securities, and (iii) is directed in its purchase of securities by a person who has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in these securities, or a revocable trust which does not satisfy the foregoing and may be revoked or amended by its settlors (grantors), each of whom is an Accredited Investor under paragraph (b);

An investment company registered under the Investment Company Act of 1940 (United States of America) or a ‘business development company’ as defined in section 2(a)(48) of that Act;

A ‘small business investment company’ licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇);

A ‘private business development company’ as defined in section 202(a)(22) of the Investment Advisors Act of ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇);

A ‘broker-dealer’ registered pursuant to section 15 of the Securities Exchange Act of 1934 (United States of America);

An ‘insurance company’ as defined in section 2(13) of the 1933 Act;

Any plan established and maintained by a state, its political divisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$ 5,000,000;

Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States of America), if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of US$ 5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

A bank as defined in section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or a fiduciary capacity;

A director, executive officer or general partner of the Company, or a director, executive officer or general partner of the general partner of the Company (or an ▇▇▇ (Individual Retirement Account) owned by any of such persons) ; or

An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.

a natural person resident in the United States of America,

a partnership or corporation organized or incorporated under the laws of the United States of America,

an estate of which any executor or administrator is a U.S. Person,

a trust of which any trustee is a U.S. Person,

a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit of a U.S. Person,

a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America, and

a partnership or corporation if

organized or incorporated under the laws of any foreign jurisdiction, and

formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by ‘Accredited Investors’ who are not natural persons, estates or trusts.

Placee Information:

Name:_____________________________________________________________________________________

Complete Address:

[Street]

[City]                                                       [Province / State]                                     [Postal / ZIP Code]

Jurisdiction of incorporation or creation:___________________________________________________________

(a)

Is the Placee carrying on business as a portfolio manager outside of Canada: Yes No

If the answer to 2(b) above was “Yes”, the Placee certifies that:

it is purchasing securities of the Issuer on behalf of managed accounts for which it is making the investment decision to purchase these securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in [insert name of jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

was not created solely or primarily for the purpose of purchasing securities of the Issuer;

the total asset value of the investment portfolios it manages on behalf of clients is not less than C$ 20,000,000;

it has no reasonable grounds to believe that any of the directors, senior officers and other insiders of the Issuer and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

If the answer to 2(a) above was “No”, please provide the names and addresses of Control Persons of the Placee:

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

Acknowledgment - Personal Information and Securities Laws:

“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

The Placee acknowledges it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

the offer is not made to a person in the United States; and

at the time the buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States; or

the transaction is executed in, on or through the facilities of a the TSX Venture Exchange, Toronto Stock Exchange or other ‘designated offshore securities market’ (as defined in Regulation S), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

rejected in whole, any funds, certified cheque, money order, bank draft or other forms of payment delivered by the Subscriber to the Company on account of the Subscription Amount for the Securities subscribed for will be promptly returned to the Subscriber without interest; or

accepted only in part, payment representing the amount by which the payment delivered by the Subscriber to the Company exceeds the Subscription Amount for the number of Securities sold to the Subscriber pursuant to a partial acceptance of such subscription will be promptly delivered to the Subscriber without interest.

this subscription is subject to rejection or reduction by the Company, in whole or in part, at any time prior to the Closing;

the Securities are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under applicable Canadian securities legislation (together with the respective regulations, rules, policies, instruments and orders thereunder, the “Canadian Securities Legislation”) and similar legislation, regulations, rules, policies, instruments and orders outside of Canada and, as a consequence of acquiring the Securities pursuant to these exemptions

certain protections, rights and remedies provided by such securities legislation, including statutory rights of rescission or damages, will not be available to the Subscriber,

information that would otherwise be provided to the Subscriber under such securities legislation will not be provided to it, and

the Company is relieved from various obligations under such securities legislation that would otherwise apply to it;

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

there is no government or other insurance covering the Securities;

there are risks associated with the purchase of the Securities;

there are restrictions on the Subscriber’s ability to resell the Securities and Warrant Shares and

it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities and Warrant Shares,

it may not be possible to liquidate the Subscriber’s investment readily in case of any emergency, and

pursuant to the Resale Instrument and any applicable policy of the Exchange, the Securities and Warrant Shares will be subject to restrictions on transfer for a period of four months from the Closing Date and legend(s) will be placed upon the certificates representing such securities to that effect;

the certificates representing any of the Securities and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, and until such time as no longer required under the Resale Instrument or Exchange policy, the following legend:

the Warrants are not, and may never be, listed or traded on any stock exchange or quoted on any trade or other securities quotation or reporting system;

there may be material tax or legal consequences to the Subscriber of the acquisition or disposition of any of the Securities, or exercise of the Warrants and disposition of Warrant Shares, the Company is not giving any opinion nor making any representation with respect to the tax or legal consequences to the Subscriber thereof, the Subscriber is solely responsible for obtaining such legal, tax and other advice as is appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and the Company’s legal counsel is acting solely for the Company in connection with the Private Placement and the Subscriber may not rely upon such counsel in connection with the Private Placement;

the Subscriber is aware that information filed by the Company with the various Canadian securities commissions, including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at ▇▇▇.▇▇▇▇▇.▇▇▇ (together with the Company’s website, excluding any third party information thereon or connected thereto, the “Public Record”);

neither the Company nor any other person has made any oral or written representation that any person will re-sell or re-purchase the Securities, or refund any of the purchase price of the Securities, or that the Securities or Warrant Shares will be listed on any exchange or quoted on any quotation and trade reporting system, and neither the Company nor any other person has given any undertaking to the Subscriber relating to the future value or price of the Securities;

although a finder (a “Finder”) might have introduced the Subscriber to the Company and the Finder and its directors, officers, employees, agents and representatives may hold ownership positions in the Company’s securities, neither the Finder nor any of its directors, officers, employees, agents and representatives have

any responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Public Record or any other publicly available information concerning the Company or as to whether all information concerning the Company required to be disclosed by it has generally been disclosed, or

engaged in any independent investigation or verification with respect to this subscription or any such information, and

the Company and any Finder are entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the schedules to this Agreement and the Subscriber will hold the Company and any Finder harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such schedules;

this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, it has been entered into by the Subscriber for valuable consideration and may not be revoked or withdrawn by the Subscriber and it is not assignable by the Subscriber without the written consent of the Company which consent may be unreasonably withheld;

the Company may complete additional financings in the future (which may be completed a price per security lower than that paid by the Subscriber hereunder) in order to develop its current or proposed business, there is no assurance that such financings will be available or, if available, that they will be on reasonable terms, any such future financings may have a dilutive effect on current security holders, including the Subscriber, and if such future financings are not available, the Company may be unable to fund its ongoing development which could result in the failure of its business;

pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds shall be held in escrow by the Company and any interest earned thereon shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities and should such regulatory authorities not approve the Private Placement, the Subscription Funds shall be promptly repaid to the Subscriber without interest or deduction;

there are not any minimum gross proceeds that must be received by the Company before it may elect to carry out the Closing and the Subscriber could be the only purchaser of Securities under the Placement;

the Securities and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any state securities laws, and the Company has no obligation or present intention of filing a registration statement in respect of the Securities and Warrant Shares under the 1933 Act or under any state securities laws;

the Securities and Warrant Shares will be ‘restricted securities’ under the 1933 Act since they are being purchased from the Company in a transaction not involving a public offering and, therefore, cannot be offered or sold in the United States of America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, unless an exemption from registration is available;

sales of the Securities to U.S. Subscribers are being made in reliance on the private placement exemption in Rule 506 of Regulation D of the 1933 Act;

the Company has the right to instruct its transfer agent not to record a transfer of the Securities and Warrant Shares by any person in the United States of America without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, registration under the 1933 Act and applicable state securities laws;

the certificates representing any of the Securities and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) issued to U.S. Subscribers and U.S. Persons shall bear, upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable state securities laws and regulations of the United States of America, the following legend(s):

Warrants held by U.S. Subscribers and U.S. Persons may only be exercised in circumstances where there is an exemption from the registration requirements of the 1933 Act available and applicable state securities laws of the United States of America and, upon the original issue of the Warrants, each certificate representing the Warrants and all certificates issued in exchange therefor or in substitution or transfer thereof, shall bear the following legend:

the Company

may not be, at the time U.S. Subscribers sell the Securities and Warrant Shares or at any other time, a ‘foreign issuer’, as such term is defined in the 1933 Act,

is under no obligation to become, or to remain, a foreign issuer, and

may engage in one or more transactions which could cause the Company not to be a foreign issuer, and

no determination has been made whether the Company will be a ‘passive foreign investment company’ (PFIC) within the meaning of Section 1291 of the United States Internal Revenue Code; and

the Financial Statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), which differs in some respects from United States of America GAAP, and thus may not be comparable to financial statements of United States of America companies.

if the Subscriber is subscribing for the Securities as principal for its own account, it is

All Subscribers

resident in the jurisdiction set out at the beginning of this Agreement;

subscribing for such Securities for investment only and not for the benefit of any other person or for resale, distribution or other disposition of the Securities, and

not a party to any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities, or any part thereof, or any interest therein and the Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement,

subscribing for a sufficient number of Securities that the aggregate acquisition cost is not less than C$ 150,000, or

an ‘accredited investor’ as evidenced on the completed Schedule I, Accredited Investor Confirmation – Canadian Subscribers, delivered with this Agreement, or

resident in the United States of America and is either a U.S. Person (as defined in Schedule II, Accredited Investor Confirmation – U.S. Subscribers) or otherwise subject to the securities laws thereof,

an Accredited Investor as set out in the completed Schedule II, Accredited Investor Confirmation – U.S. Subscribers, delivered with this Agreement,

subscribing for the Securities for investment only and not for the benefit of any other person or for resale, distribution or other disposition of the Securities,

not a party to any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities, or any part thereof, or any interest therein and the Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement,

not planning to offer, sell or otherwise transfer any of the Securities, and, if it does, it will not offer, sell or otherwise transfer any of the Securities, directly or indirectly, unless

the sale or transfer is to the Company,

the sale or transfer is made outside the United States of America in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act (or such rule or regulation promulgated by the United States Securities and Exchange Commission as is then in effect) and in compliance with applicable local laws and regulations,

the sale or transfer is made pursuant to an effective registration under the 1933 Act, or

the Securities are sold or transferred in a transaction exempt from the registration requirements of the 1933 Act and applicable state laws and regulations governing the offer and sale of securities, and

in the case of (D), it has furnished to the Company, prior to such sale or transfer, an opinion of counsel or other evidence of exemption, in either case, reasonably satisfactory to the Company,

not engaging and will not engage in any ‘directed selling efforts’ in the United States of America in respect of the resale of the Securities, or Warrant Shares, which includes any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States of America for the resale of the Securities (for the purposes hereof ‘directed selling efforts’ are defined in Regulation S of the 1933 Act and include any activities undertaken for the purpose, or that could reasonably be expected to have the effect, of conditioning the market in the United States for the resale of the Securities or Warrant Shares such as placing an advertisement referring to the Private Placement in a publication with a ‘general circulation in the United States’ being any publication that (i) is printed primarily for distribution in the United States, or has had, during the preceding 12 months, an average circulation in the United States of 15,000 or more copies per issue, or (ii) the United States edition of any publication printing a separate edition for the United States if the publication, without considering its United States edition, would not constitute a publication with a general circulation in the United States); and

not subscribing for the Securities as a result of any form of ‘general solicitation’ or ‘general advertising’ (as those terms are used in Regulation D under the 1933 Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

resident in the United Kingdom,

a member of one of the categories of applicable English law in respect of which stamp duty or stamp duty reserve tax is not payable,

not subscribing for the Securities as nominee or agent of, and is not itself, a person who is or may be liable to notify and account for stamp duty or stamp duty reserve tax at any of the increased rates referred to in sections 67 to 72 inclusive and sections 93 to 97A inclusive of the Finance ▇▇▇ ▇▇▇▇ (Depositary Receipts and Clearance Services) and, in the event of any breach of this representation and warranty, neither the Company nor any Finder will have any liability to the Subscriber or other persons in respect of such duty or tax,

the kind of investor described in section 86(7) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”) and falls within one or more of the categories of investors set out in Article 19 (Investment Professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 or are a person otherwise lawfully authorized to receive such financial promotions,

subscribing for the Securities for investment only and will not make any offer to the public thereof as described in Schedule 11 to the FSMA,

aware any Finder is not acting for the Subscriber and it does not expect the Finder to have any duties or responsibilities towards the Subscriber for providing the protections afforded to customers or clients under the Conduct of Business Sourcebook of the Financial Services Authority (“FSA”) or advising the Subscriber with regard to the Private Placement, and the Subscriber is not, and will not be, a customer or client of the Finder as defined by the FSA Conduct of Business Sourcebook and the Finder will not treat any payment by the Subscriber pursuant to this Agreement as client money governed by the FSA Conduct of Business Sourcebook, and

aware of its obligations under the Criminal Justice ▇▇▇ ▇▇▇▇ and, in connection with money laundering, under the Money Laundering Regulations 2003, the Proceeds of Crime ▇▇▇ ▇▇▇▇ and the Money Laundering Sourcebook of the Rules of the FSA (collectively, the “Regulations”) and it has identified its clients in accordance with the Regulations and complied with its obligations pursuant to the Regulations,

resident in a jurisdiction other than Canada, United States of America or United Kingdom;

is knowledgeable of, or has been independently advised as to, the securities laws, regulations, rules, orders, rulings, notices, policies and written interpretations (“Applicable International Laws”) in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) applicable to the Subscriber’s acquisition of the Securities;

to the best of its knowledge, the Subscriber is purchasing the Securities pursuant to, or does not require, exemptions from registration, prospectus and any other requirements under the Applicable International Laws;

to the best of its knowledge, the Applicable International Laws do not require the Corporation to make any filings with or seek any consents or approvals of or from any securities regulator in the International Jurisdiction in connection with the issue and sale or resale of the Securities purchased by the Subscriber;

to the best of its knowledge, the purchase of Securities by the Subscriber does not trigger (A) any obligation to prepare and file a prospectus, registration statement or any other document or report in the International Jurisdiction, or (B) any one-time or ongoing disclosure reporting obligation of the Corporation in the International Jurisdiction;

if it is not subscribing for the Securities for its own account but for one or more accounts that permit the Subscriber to purchase securities on behalf of such accounts in the Subscriber’s sole discretion without reference to, or specific instructions regarding such investment from, the holders of such accounts (commonly called ‘fully managed’ accounts), the Subscriber is duly authorized to enter into this Agreement and complete the transactions contemplated hereby and is

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or comparable legislation in a province or territory of Canada or a foreign jurisdiction and the Subscriber is subscribing for such Securities as an agent or trustee for accounts that are fully managed by it, or

an adviser managing the investment portfolios of clients through discretionary authority granted by one or more clients, and is (1) registered as such an adviser under the Canadian Securities Legislation or is exempt from such registration, or (2) located in a jurisdiction other than Canada and, in either (1) or (2), is subscribing for the Securities as an agent for accounts that are fully managed by it, and

resident in Canada and the aggregate acquisition cost for such Securities is not less than C$ 150,000, or resident outside of Canada and subscribing for the Securities in accordance with the laws of its principal’s jurisdiction of residence and, if that jurisdiction is the United Kingdom, it satisfies and makes the representations and warranties set out in sub-paragraph (a) under the heading ‘United Kingdom Subscribers’ or the account holders are persons of the kind described in described in section 86(7) of the FSMA;

if it is not subscribing for the Securities for its own account or one or more accounts that are ‘fully managed’ by it but is subscribing on behalf of certain principals for which it is acting as agent, the Subscriber is duly authorized to enter into this Agreement and complete the transactions contemplated hereby and each such principal

is disclosed in the appropriate section at the beginning of this Agreement,

is subscribing as principal for its own account as an investment and not for the benefit of any other person or with a view to the resale, distribution or other disposition of the Securities, and

satisfies the conditions and makes the representations and warranties set out in paragraph (a), as applicable,

and the Subscriber acknowledges that the Company is required by law to disclose to certain regulatory authorities the identity of each such principal for whom it is acting and consents to such disclosure;

if the Subscriber is resident in Canada and it is not an individual, corporation or limited partnership, it is subscribing for Securities for not less than C$ 150,000 and each member of the general partnership, syndicate or other unincorporated organization which is the beneficial subscriber, or each beneficiary of the trust which is the beneficial subscriber, as the case may be, has completed, signed and delivered to the Company a Schedule I (Accredited Investor Confirmation – Canadian Subscribers & non-Canadian Portfolio Managers) or is an individual who has an aggregate subscription cost for the Securities of at least C$ 150,000;

If the Subscriber is resident in British Columbia, Alberta, Saskatchewan, Manitoba, Yukon Territory, Northwest Territories or Nunavut, a Finder has introduced the Subscriber to the Company and the Finder is not, to the Subscriber’s knowledge, registered under Canadian or foreign securities legislation, the Finder has not advised, recommended or otherwise represented to the Subscriber that the Securities are suitable for the Subscriber, with regard to the Subscriber’s

investment needs and objectives,

financial circumstances, or

risk tolerance, and

the Finder does not hold or have access to the Subscriber’s assets;

if the Subscriber is not a U.S. Subscriber, the Subscriber is not a U.S. Person or a person in the United States of America and is not subscribing for the Securities for the account or benefit of a U.S. Person or a person in the United States of America;

the Subscriber is not subscribing for the Securities as a result of knowledge of any material fact or information about the affairs of the Company that is not generally known to the public, except knowledge of this particular transaction;

its decision to execute this Agreement and subscribe for the Securities has not been based on any oral or written representation (other than those contained in this Agreement) made by or on behalf of the Company or the Finder but was based entirely upon the Subscriber’s review of information contained in the Public Record and the Subscriber’s knowledge of the Company’s affairs;

it has had the opportunity to

access and review the Public Record, and

ask questions of, and receive answers from, the Company and its advisors regarding the Company and its business and financial condition and, as a result of the foregoing, including the previous sub-paragraph, the Subscriber believes that it has received all the information which it considers necessary for deciding whether to invest in the Securities;

pursuant to the Resale Instrument and the policies of the Exchange, the Subscriber will not transfer the Securities and Warrant Shares for a period of four months from the Closing Date except in compliance with the Resale Instrument and the policies of the Exchange and will comply with such notice and other requirements under applicable securities legislation upon disposition;

neither the Subscriber nor any party on whose behalf it is acting has been created, established, formed or incorporated solely, or is used primarily, to acquire securities or to permit the purchase of the Securities without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation;

the Subscriber and any beneficial subscriber for whom it is acting are resident in the jurisdiction set out on the first two pages of this Agreement;

the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

if the Subscriber is an individual (i.e. a human being), it has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, limited or general partnership, trust or other type of person other than an individual, it is duly incorporated or otherwise created and validly subsisting under the laws of its jurisdiction of incorporation or creation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Agreement on behalf of the Subscriber;

the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

no authorization, consent, order or approval of or notice to any federal, provincial, state, territorial, municipal or foreign regulatory body or official must be obtained or given, and no waiting period must expire, before this Agreement and the transactions contemplated herein can be consummated by the Subscriber;

this subscription has not been induced by any representations or warranties by any person whatsoever with regard to the present or future value of the Securities;

it consents to the Company giving instructions to its transfer agent to make a note in the transfer agent’s records and place restrictive legends on the certificates representing the Securities in order to implement the restrictions on transfer set forth in this Agreement;

none of the funds the Subscriber is using to subscribe for the Securities

have been or will be derived from or related to any activity that is prohibited by, or deemed criminal under, the laws of the jurisdiction in which the Subscriber is resident or, to the best of its knowledge, any other jurisdiction, or

are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and

the Subscriber is an experienced investor in speculative securities of corporations in the development stage and is able to fend for itself, can and will bear the economic risk of its investment, understands the characteristics of the Securities and has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the Securities.

the Company and its subsidiaries, if any, are valid and subsisting corporations duly incorporated, continued or amalgamated and in good standing under the laws of the jurisdictions in which they are incorporated, continued or amalgamated with respect to all acts necessary to maintain their corporate existence;

the Company and its subsidiaries, if any, are duly registered or licensed to carry on business in the jurisdictions in which they are required to be so registered or licensed to carry on business or own property or assets and are carrying on their business and owning their property and assets, in all material aspects, in accordance with all applicable laws, regulations and other requirements, including environmental laws, regulations and requirements, and have not received any notice of a breach thereof which would have a material adverse effect on the Company, its subsidiaries or their business (taken as a whole) except where it is in good faith attempting to remedy such breach or contesting such notice;

neither the Company nor any of its subsidiaries, if any, is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings have been threatened or, to the best of the Company’s knowledge, are pending, except as disclosed in the Public Record;

the Company is the beneficial owner of the properties, business and assets or the interests in the properties, business and assets disclosed in the Public Record, all agreements by which the Company holds an interest in a property, business or asset are in good standing according to their terms except as disclosed in the Public Record or where any such default would not have a material adverse effect on such properties, business and assets, and there has not been any breach of the applicable laws of the jurisdictions in which such properties, business and assets are situated which would have a material adverse effect on such properties, business and assets;

the Public Record and the representations contained in this Agreement are accurate in all material respects and omit no fact, the omission of which would make the filings comprising the Public Record or such representations misleading in light of the circumstances in which such statements or representations were made;

the Financial Statements accurately reflect the financial position of the Company as at the date thereof and have been properly prepared in accordance with Canadian GAAP;

no adverse material changes in the financial position of the Company have taken place since the date of the latest balance sheet contained in the Financial Statements, except as has been publicly disclosed;

the Company has properly prepared and filed all tax returns and all taxes payable have been paid except where the Company is contesting in good faith any re-assessments of its taxes payable thereunder;

except as disclosed in the Public Record and for options granted in the ordinary course under the Company’s stock option plan, there are no outstanding options, warrants or other securities exercisable to purchase or convertible or exchangeable into common shares of the Company;

the Company has complied, and will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities;

the offer, sale and issuance of the Securities, and the delivery of the certificates representing them, by the Company does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Company is a party;

the Company’s authorized common share capital consists of an unlimited number of shares without par value;

this Agreement has been duly authorized by all necessary corporate action on the part of the Company and, subject to acceptance by the Company, constitutes a valid obligation of the Company legally binding upon it and enforceable in accordance with its terms subject to such limitations and prohibitions in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and interests of creditors generally;

the sale and issuance of the Securities, and the delivery of the certificates representing them, will have been approved by all requisite corporate action on or before the Closing Date and, upon issue and delivery at the Closing, the Shares will be validly issued as fully paid and non-assessable and the Warrants will be validly issued and the certificates representing the Securities will be validly delivered;

no order ceasing or suspending trading in the Securities nor prohibiting sale of the Securities has been issued to and is outstanding against the Company or its directors, officers or promoters and, to the best of the Company’s knowledge, no investigations or proceedings for such purposes are pending or threatened;

the Company is a reporting issuer under Canadian Securities Legislation in British Columbia and Alberta, its common shares are listed for trading on the Exchange and the Company is not in default in any material respect of any requirement of such Canadian Securities Legislation or the Exchange; and

there shall not be any consents, approvals, authorizations, orders or agreements of any stock exchanges, securities commissions or similar authorities in Canada, governmental agencies or regulators, courts or any other persons which may be required for the issuance of the Securities and the delivery of certificates representing the Securities to the Subscriber, not obtained and not in effect on the date of delivery of such certificates.

act as its representative at the Closing and execute in its name and on its behalf all closing receipts and documents required;

complete or correct any errors or omissions in any form or document provided by the Subscriber;

negotiate, settle and approve any opinions, agreements or certificates (including any Warrant certificates) to be entered into in connection with this transaction;

amend or waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber contained in this Agreement and extend the time for compliance with any of the conditions of closing, all in such manner and on such terms and conditions as the Finder may determine, acting reasonably;

receive on its behalf, certificates representing the Securities purchased under this Agreement; and

exercise any rights of termination contained in this Agreement.

that number of Units equal to 5% of the proceeds from the sale of Units to investors introduced to the Company by the Finder;

non-transferable compensation warrants entitling the Finder to purchase, for a period of two years from the Closing Date, that number of Shares as is equal to 5% of the number of Units sold by the Company to investors introduced to the Company by the Finder, at a price of C$ 3.50 per Share.

collecting the Subscriber’s (and that of any person for whose benefit the Subscriber is subscribing) personal information for the purposes of completing the Subscriber’s subscription;

retaining the personal information for as long as permitted or required by applicable law or business practices; and

providing the personal information to various governmental and regulatory authorities, as may be required by applicable securities laws, stock exchange rules, and the rules of the Investment Industry Regulatory Organization of Canada (IIROC), or to give effect to this Agreement.

of the delivery to the Ontario Securities Commission (the “OSC”) of the Subscriber’s personal information;

that the Subscriber’s personal information is being collected indirectly by the OSC under the authority granted to it in securities legislation;

the Subscriber’s personal information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and

the contact information of the public official in Ontario who can answer questions about the OSC’s indirect collection of personal information is

mailed shall be deemed to have been received on the fifth business day following its mailing;

telecopied shall be deemed to have been received on the business day following the date of transmission; and

delivered shall be deemed to have been received on the date of delivery.