NORTHERN DYNASTY MINERALS LTD. SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS

Subscribers who are individuals (natural person) or resident in Canada and who are “Accredited Investors” (as defined herein but generally meaning higher net worth or higher net income persons) must complete and sign Schedule “B” – Accredited Investor Form (Canada);

Subscribers who are not individuals (e.g. corporations, partnerships, or trusts) and are purchasing at least CDN$150,000 of Special Warrants are exempt and do not require additional forms (except U.S. Persons- see below) but if the corporate Subscriber is subscribing for less than CDN$150,000 amount the corporate Subscriber must qualify as an “accredited investor” as defined by section 7(a)(i)(A) (generally net assets of at least $5 million).

The above exemptions from prospectus requirements are the most commonly used. Other exemptions from prospectus and registration requirements may be available for certain other types of Subscribers as described in this document in section 7, if you are relying on one of them please tick this box.

If you are U.S. Person you must also complete Schedule “D” – U.S. Accredited Investor Certificate and execute the Registration Rights Agreement – Schedule “E”. If Schedules D and E are applicable no other Schedules are required from a U.S. Person.

Subscription Offer. The undersigned (the “Subscriber”) hereby tenders to the Company this subscription offer which, upon acceptance by the Company and subject to the terms set out herein, will constitute an agreement (the “Subscription Agreement”) of the Subscriber with the Company to purchase from the Company and, on the part of the Company, to sell to the Subscriber, the number of Special Warrants (the “Special Warrants”) set out on page one hereof at the price (the “Purchase Price”) of $0.399 per Special Warrant, all on the terms and subject to the conditions set forth in this Subscription Agreement, including the term sheet (the “Term Sheet”) attached as Schedule “A” hereto. The Subscriber acknowledges that the Special Warrants such Subscriber is purchasing are part of a larger offering by the Company of up to $20 million (the “Offering”) which may include other securities which are convertible into Shares or other forms of Share issuances such as for asset acquisitions. No executed Subscription Agreement is contingent on execution or completion of any other Subscription Agreement and there is no minimum Offering size or subscription amount.

Subscriber as Trustee, Agent, Representative or Nominee for Beneficial Purchaser. If the Subscriber is acting as trustee, agent, representative or nominee for a beneficial purchaser, including a Disclosed Principal (“Beneficial Purchaser”), the Subscriber understands and acknowledges that the representations, warranties, and agreements made herein are made by the Subscriber, with respect to the Subscriber, and with respect to the Beneficial Purchaser. Unless the context otherwise requires or as specifically stated, references to the Subscriber in this Subscription Agreement are to the Subscriber and any such Beneficial Purchaser.

Definitions. In this Subscription Agreement, unless the context otherwise requires:

“Accredited Investor” means, with respect to a Canadian resident, a person who qualifies as such under section 1.1 of NI 45-106 and, with respect to a U.S. Person, a person who qualifies as such under Rule 501 of Regulation D promulgate under the U.S. Securities Act;

“Accredited Investor Form (Canada)” means the form attached hereto as Schedule “B” to be used by non-U.S. Persons who are individuals (natural persons) who qualify as Accredited Investors. The form is not to be used by corporations, partnerships or trusts which qualify as Accredited Investors under section 1.1 of NI 45-106 (generally requiring a net assets of at least $5 million on their last financial statement). Any corporation, trust or partnership which purchases at least $150,000 of Special Warrants is not required to qualify as an Accredited Investor;

“beneficially own(s)” means to own within the meaning of Section 13(d) of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder;

“CDN Qualification Date” generally means the date a receipt is issued by Canadian securities regulators for the Final Prospectus as described in Section 4(d);

“Closing” means a completion of an issue and sale by the Company and the purchase by one or more Subscribers of Special Warrants pursuant to this Subscription Agreement;

“Closing Date(s)” means a date determined by the Company on or about August 28, 2015 or such later date or dates as the Company may determine within the rules of the TSX and the terms hereof;

“Common Stock Equivalent” means any securities of the Company which would entitle the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, warrants, options or other instruments convertible into or exercisable or exchangeable for Shares;

“Company” means Northern Dynasty Minerals Ltd., a British Columbia, Canada corporation listed on the TSX and NYSE MKT;

“Designated Provinces” means each of the Provinces of Canada (other than Québec) in which Canadian resident Subscribers reside and where the Final Prospectus will be filed;

“Family, Friends and Business Associates Exemptions” (“FFBA”) means the exemptions from the prospectus requirements found in Sections 2.5 and in Ontario 2.6.1 of NI 45-106 which require execution of Schedule “C”;

“Final Prospectus” means the final prospectus qualifying in the Designated Provinces the distribution of the Underlying Shares;

“Group” means a group of beneficial owners within the meaning of Rule 13(d)-5(b) promulgated under Section 13(d) of the U.S. Securities Exchange Act;

“International Jurisdiction” means a country other than Canada or the United States, the acceptability of which for the sale of Special Warrants will be determined by the Company on a case by case basis;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions -the legal instrument governing the requirements for reliance on prospectus exemptions in the Designated Provinces (NI 45-106 is available online at ▇▇▇.▇▇▇▇.▇▇.▇▇);

“Non-U.S. Purchaser” means any Subscriber to the Offering that is not a U.S. Purchaser;

“NYSE MKT” means the NYSE MKT Stock Exchange;

“Preliminary Prospectus” means a preliminary prospectus to be filed in connection with the qualification of the distribution of the Underlying Shares in the Designated Provinces;

“Registration Rights Agreement” means the agreement attached as Schedule “E” to be entered into concurrently herewith between the Company and each of the Subscribers who is a U.S. Person;

“Resale Filings” means the Final Prospectus and the U.S. Registration Statement;

“Resale Filings Termination Date” means the second anniversary of the (first) Closing date.

“Schedules” means the schedules attached hereto and forming part hereof and comprising of:

Term Sheet;

CDN Accredited Investor Certificate;

Family, Friends and Business Associates Certifications;

U.S. Accredited Investor (U.S. Purchaser Certificate); and

US Registration Rights Agreement

“SEC” means the United States Securities and Exchange Commission;

“Securities” means the Special Warrants and the Underlying Shares;

“Securities Commissions” means, collectively, the Canadian securities commission or other securities regulatory authority in each of the Designated Provinces;

“Securities Laws” means the securities laws, regulations, rules, and instruments adopted by the securities regulator as applicable in each Designated Province and the U.S. Securities Act and the U.S. Exchange Act and the rules and regulations of the SEC promulgated under the U.S. Securities Act and the U.S. Exchange Act and the policies of the TSX and NYSE MKT;

“Shares” means common shares without par value in the capital of the Company which is the class of securities the Company has listed on the TSX and NYSE MKT;

“Special Warrant Certificates” means the certificates to be dated as of the Closing Date which will govern the Special Warrants;

“Special Warrants” means the special warrants to be issued by the Company to the Subscriber hereunder exercisable one-for-one into Shares and having the other characteristics described in section 4 below;

“Subscribers” means the persons who offer to purchase Special Warrants by completion of this Agreement and upon the acceptance of this Subscription Agreement by the Company will be purchasers of the Special Warrants hereunder;

“TSX” means the Toronto Stock Exchange;

“Underlying Shares” means the Shares to be issued on the voluntary or deemed exercise of the Special Warrants;

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning ascribed thereto in Section 11(s);

“U.S. Purchaser” means each Subscriber to the Offering that has indicated that it is a U.S. Person by completing and delivering to the Company a U.S. Accredited Investor Certificate;

“U.S. Qualification Date” has the meaning ascribed thereto in Section 4(a);

“U.S. Registration Statement” means a registration statement on Form F-3 or other appropriate securities registration form filed with the SEC to permit the resale within the United States of the Underlying Shares; and

“U.S. Securities Act” has the meaning ascribed thereto in Section 11(s).

Special Warrant Terms. The Special Warrants will be governed by the Special Warrant Certificate, which will contain provisions to the following effect:

Canadian Prospectus. The Company will file the Preliminary Prospectus and use reasonable best efforts to obtain a receipt for the Final Prospectus in the Designated Provinces promptly after Closing in order to qualify the distribution of the Underlying Shares upon the voluntary or deemed exercise of the Special Warrants. The Company shall cause the Final Prospectus to remain effective and current until the expiry of the four month Canadian hold period otherwise applicable to unexercised Special Warrants.

U.S. Registration Statement. The Company will file the U.S. Registration Statement with the SEC on Form F-3 or other appropriate SEC form for the benefit of the U.S. Purchasers in order to qualify the resale by the U.S. Purchasers of the Underlying Shares in accordance with the terms and conditions of the Registration Rights Agreement. The Company shall use reasonable commercial efforts to cause the U.S. Registration Statement to be declared effective by the SEC on a date (U.S. Qualification Date) which is not later than 90 days after the Closing of the Offering and to cause such U.S. Registration Statement to remain continuously effective until such time that investors may resell the Underlying Shares pursuant to Rule 144 promulgated under the US Securities Act of 1933 without any public information requirement or volume limitations as determined by counsel to the investor.

Right and Obligation to Acquire Underlying Shares. Subject to the restrictions herein, each Special Warrant, will be convertible into Underlying Shares on a one-for-one basis as follows: (i) upon the voluntary exercise of the Special Warrant by its holder at any time or (ii) upon the deemed exercise of the Special Warrants as generally described below in this section 4. In no event will the Special Warrants be exchangeable or redeemable for cash. Deemed (automatic) exercise of any unexercised Special Warrants for non-U.S. Persons and U.S. Purchasers who beneficially own less than 9.9% of outstanding Shares (“Non-Affiliate U.S. Purchasers”) will occur within four months plus one day from issuance on the same basis as for non-U.S. Persons described in (d) below (unless the U.S. Purchaser has made an election under 4(j). Deemed (automatic) exercise of any unexercised Special Warrants for U.S. Purchasers who may be deemed to beneficially own more than 9.9% of the outstanding Shares (“U.S. Affiliate Purchasers”) and who are subject to Section 4(i) will occur on the Resale Filings Termination Date. In each case the Subscriber will receive one Underlying Share, for no further payment or additional consideration on voluntary or deemed exercise of a Special Warrant. Each Non-U.S. Purchaser who may be deemed to beneficially own more than 9.9% of the outstanding Shares (a “Non-U.S. Affiliate Purchaser”) may elect, concurrent with the execution of this Subscription Agreement, to be governed by the restrictions on conversion set out in Section 4(i). Any Non-U.S. Purchaser that is not a Non-U.S. Affiliate Purchaser and any Non-Affiliate U.S. Purchaser may elect, concurrent with the execution of this Subscription Agreement, to be governed by the restrictions on conversion governed by Section 4(j). Any Non-U.S. Affiliate Purchaser may elect, at its option, to enter into the Registration Rights Agreement with the Company in the form attached hereto as Schedule E concurrent with the execution of this Subscription Agreement. Nothing contained herein shall be deemed to be an admission by the Subscriber that beneficial ownership or deemed beneficial ownership of more than 9.9% of the outstanding Shares causes the Subscriber to be an “affiliate” of the Company within the meaning of the U.S. Securities Act or the rules and regulations of the SEC thereunder.

Deemed Exercise for Non-U.S. Purchasers. Any unexercised Special Warrants held by Non- U.S. Purchasers, other than Special Warrants issued to or held by any Non-U.S. Affiliate Purchaser who elects to be governed by Section 4(i) and Special Warrants issued to or held by any Non-U.S. Purchaser who elects to be governed by Section 4(j), will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the earlier of (i) the date that is the sixth business day after the date on which the Company obtains a receipt for the Final Prospectus from the (Canadian) Securities Commissions qualifying the distribution of the Underlying Shares; and (ii) the date that is four months plus one day after Closing (the “CDN Qualification Date”).

Deemed Exercise for Non-Affiliate U.S. Purchasers. Any unexercised Special Warrants held by any Non-Affiliate U.S. Purchaser, other than Special Warrants issued to or held by any Non- Affiliate U.S. Purchaser who elects to be governed by Section 4(j), will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the CDN Qualification Date.

Deemed Exercise for Affiliate U.S. Purchasers. Any unexercised Special Warrants held by (i) any Affiliate U.S. Purchasers, (ii) any Non-U.S. Affiliate Purchasers who have elected to be governed by Section 4(i), and (iii) any Non-U.S. Purchaser or Non-Affiliate U.S. Purchaser who elects to be governed by Section 4(j), will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the Resale Filings Termination Date.

Meaning of Beneficially Own. For the purposes of determining any Person’s beneficial ownership hereunder, beneficial ownership shall be calculated in accordance with Section 13(d) of the U.S. Exchange Act, and the rules and regulations of the SEC promulgated thereunder, disregarding for this purpose the limitations on conversion described in Section 4(i) and similar limitations on conversion or exercise contained in any other Common Stock Equivalent, in each case, held by such holder and its affiliates and such other person or persons with whom such Holder may be deemed to be a Group. For purposes of Section 4(i), in determining the number of outstanding Shares, a holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent report filed with the SEC, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of Shares outstanding. Upon the written or oral request of a holder, the Company shall within two Business Days confirm orally and in writing to the holder the number of Shares then outstanding.

Voluntary Conversion. Subject to the restrictions in Sections 4(i), 4(j) and 4(k), the Special Warrants may be voluntarily exercised by their holder at any time prior to their deemed exercise by delivery of an exercise form to the Company. In such event the certificate representing the Underlying Shares will bear any restrictive legends required by applicable Securities Laws.

Automatic Blocker Restrictions for Affiliate and Electing Purchasers. No exercise of any Special Warrants by (i) any Affiliate U.S. Purchaser, or (ii) any Affiliate Non-U.S. Purchaser that has elected to be governed by this Section 4(i), together with the respective holder’s affiliates, and any other Persons with whom such holder may be deemed to be a Group, will be permitted to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). To the extent that the limitation contained in this Section 4(i) applies, the determination of whether the Special Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of this Special Warrant is exercisable shall be in the sole discretion of the holder, and the submission of a notice of exercise shall be deemed to be the holder’s determination that the Special Warrant is exercisable in accordance with the terms hereof (in relation to other securities owned by the holder together with any affiliates) and of which portion of the Special Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. The “Beneficial Ownership Limitation” of this Section 4(i) shall be 9.9% or, if requested in writing by such holder, 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the Special Warrant. The holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(i), subject to 4(k) and the provisions of this Section 4(i) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

4.9% Blocker Restriction for Electing Non-Affiliate Purchasers. No exercise of any Special Warrants by any Non-Affiliate U.S. Purchaser or any Non-U.S. Purchaser that has elected to be governed by this Section 4(j), together with the respective holder’s affiliates, and any other Persons with whom such holder may be deemed to be a Group, will be permitted to the extent that, after giving effect to such exercise, such Holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” of this Section 4(j) shall be 4.9% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the Special Warrant. The balance of the provisions set forth above in Section 4(i) shall apply “mutatis mutandis” to this Section 4(j).

Exercise Restriction Applicable to All Holders At All Times. Notwithstanding the foregoing provisions regarding conversion of Special Warrants, unless the Company’s Shareholders Rights Plan has been terminated, no Holder’s Special Warrants may at any time, voluntarily or automatically, be exercised in circumstances where the Shares issued on exercise thereof would, when aggregated with the other Shares beneficially owned by such Holder or any applicable Group of which the Holder is a member, exceed 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of such Special Warrants.

Adjustment Provisions. There are no anti-dilution provisions except as set forth in this Section 4(l). The number of Underlying Shares issuable upon exercise of the Special Warrants will be subject to customary adjustment provisions relating to corporate actions or transactions affecting all outstanding Shares such as splits and reverse-splits, mergers, stock dividend, all of which will be more particularly to be set out in the Special Warrant Certificate.

Delivery of Closing Documentation. The Subscriber agrees that the relevant documents noted on the cover page hereof must be delivered to the Company by, August 26, 2015 at 3:00 p.m. (Vancouver time) by fax, email or courier together with certified or wired funds. The Subscriber acknowledges and agrees that such documents, when executed and delivered by the Subscriber, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Subscriber hereunder in favour of the Company. The Subscriber consents to the filing of such documents as may be required to be filed with the TSX, NYSE MKT or other securities regulatory authority in connection with the transactions contemplated hereby.

Closing. Closing means the issuance of the Special Warrant certificates against fully executed Subscription Agreements and forms together with receipt of funds by the Company. Closing will be completed at the offices of the Company’s Canadian attorneys ▇▇▇▇▇▇▇▇ LLP in Vancouver, British Columbia, on a date or dates on or about August 28, 2015 or such other place or time(s) as the Company may determine (the “Closing Time”) within the requirements of the TSX and the NYSE MKT. At the Closing, the Company will issue and deliver the Special Warrants, and the Special Warrant Certificates representing such Special Warrants, to the Subscriber. The Subscriber acknowledges it does not require any prior notice of Closing and that the Offering may close in one or more tranches. If the Closing does not occur by September 15, 2015, the Company shall on written request of any Subscriber return this Subscription Agreement and any funds, certified cheques and bank drafts delivered by the Subscriber to the Company representing the purchase price for the Special Warrants, without interest, to the Subscriber.

Subscriber’s Prospectus Exemption Status

The Subscriber, by its execution of this Subscription Agreement, hereby further represents, warrants to, and covenants with, the Company (which representations, warranties and covenants will survive the Closing of the Offering) that the Subscriber is purchasing the Special Warrants as principal for its own account, it is purchasing such Special Warrants not for the benefit of any other person, and not with a view to the resale or distribution of the Special Warrants and one of the following Exemptions applies to the Subscriber:

Accredited Subscriber Exemption (U.S. Persons go to 7(c))

The Subscriber is not a U.S. Person and qualifies as an “Accredited Investor” under NI 45-106. For corporate Subscribers (other than investment funds) that generally means the corporate Subscriber has net assets of at least $5,000,000 as shown on its most recently prepared financial statements. For individuals Accredited Investor means you meet the net income or net worth requirements on Schedule B. For investment funds you must meet the criteria of section 1.1(n) of NI 45-106; and

If you are an Accredited Investor who is an individual (natural person), you must execute and delivered Form 45-106F9 attached as Schedule B hereto. Corporate Accredited Investors are not required to supply the Schedule B.

Minimum Amount Exemption

You are not an individual natural person (i.e. Subscriber is a corporation, trust, partnership etc.) and the aggregate acquisition cost of purchasing the Special Warrants will not be less than CDN$150,000 paid in cash at the time of purchase, and the Subscriber has not been created or used solely to purchase or hold the Special Warrants in reliance on this exemption (in which case no further Schedule is required from you unless you are a U.S. Person);

Family, Friends and Business Associates Exemptions (Ontario Residents go to (iii)(B) below)

The Subscriber is a resident of a Province or Territory of Canada other than Ontario, and you have concurrently executed and delivered a Form 45-106F12 –

Risk Acknowledgement Form for Family, Friends and Business Associates attached as Schedule C which confirms you are one of:

a director, executive officer or control person of the Company, or of an affiliate of the Company,

a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Company, or of an affiliate of the Company,

a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Company or of an affiliate of the Company,

a close personal friend of a director, executive officer or control person of the Company, or of an affiliate of the Company,

a close business associate of a director, executive officer or control person of the Company, or of an affiliate of the Company,

a founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild , close personal friend or close business associate of a founder of the Company,

a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Company,

a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (A) to (G), or

a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (A) to (G);

The Subscriber is a resident of Ontario and is not an investment fund, you have concurrently executed and delivered a Form 45-106F12 – Risk Acknowledgement Form for Family, Friends and Business Associates attached as Schedule C and signed by all of the following:

the Subscriber;

an executive officer of the Company other than the Subscriber;

if the Subscriber is a person referred to under paragraph 7(a)(iii)A.II, the director, executive officer or control person of the Company or an affiliate of the Company who has the specified relationship with the Subscriber;

if the Subscriber is a person referred to under paragraph 7(a)(iii)A.III, the director, executive officer or control person of the Company or an affiliate of the Company whose spouse has the specified relationship with the Subscriber;

if the Subscriber is a person referred to under paragraph 7(a)(iii)A.IV or 7(a)(iii)A.V, the director, executive officer or control person of the Company or an affiliate of the Company who is a close personal friend or a close business associate of the Subscriber; and

the founder of the Company, if the Subscriber is a person referred to in paragraph 7(a)(iii)▇.▇▇ and 7(a)(iii)A.VII other than the founder of the Company; and

you have concurrently executed and delivered a FFBA Risk Acknowledgement Certificate in the form attached as Schedule C attached hereto.

Employee, Executive Officer, Director and Consultant Exemptions

an employee, executive officer, director or consultant of the Company,

an employee, executive officer, director or consultant of a related entity of the Company, or

a permitted assign of a person referred to in paragraphs (A) or (B)

All Subscribers Outside of Canada

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Special Warrants or the Underlying Shares;

there is no government or other insurance covering the Special Warrants or the Underlying Shares;

there are risks associated with the purchase of the Special Warrants and the Underlying Shares;

there are restrictions on the Subscriber’s ability to resell the Special Warrants and in certain circumstances the Underlying Shares and it is the responsibility of the Subscriber to determine what those restrictions are and to comply with them before selling them;

the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Special Warrants through a person registered to sell the Securities under Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

the Subscriber is knowledgeable of securities legislation having application or jurisdiction over the Subscriber and the Offering which would apply to this Subscription Agreement;

the Subscriber is purchasing the Special Warrants pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Subscriber is permitted to purchase the Special Warrants, and the Company has no filing obligations in the International Jurisdiction;

no laws in the International Jurisdiction require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

the Special Warrants are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction; provided, nothing herein shall be deemed to prevent, or limit the ability of, Subscriber from reselling the Special Warrants or Underlying Shares in accordance with applicable law.

Additional Representations Applicable to U.S. Persons. If the Subscriber is a U.S. Person, the Subscriber represents and warrants:

the Subscriber is not a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States holding a discretionary or similar account (other than an estate or trust) for the benefit or account of a non-U.S. Person;

the Subscriber is a U.S. Person or is located in the United States and is an Accredited Investor and is acquiring the Securities for its own account or for the benefit or account of a U.S. Person or a person in the United States that is an Accredited Investor as to which it exercises sole investment discretion, to be held for investment only and not with a view to any resale, distribution or other disposition of the Securities in violation of United States securities laws or any applicable state securities laws; provided, nothing herein shall be deemed to prevent, or limit the ability of, Subscriber from reselling the Special Warrants or Underlying Shares in accordance with applicable law; and

the Subscriber has properly completed and duly executed a U.S. Accredited Investor Certificate attached to this Subscription Agreement as Schedule “D” and executed the Registration Rights Agreement Schedule “E” and confirms the truth and accuracy in all material respects of all statements made by the Subscriber in such certificate.

Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Subscriber (except as described in the Disclosure Documents as defined below), as follows and acknowledges that the Subscriber is relying thereon that:

the Company has been duly incorporated and organized, is validly existing and in good standing under the laws of the Province of British Columbia, and has the corporate power, directly or through its subsidiaries, to own or lease its property and to carry on its business as currently conducted by it;

each of the Company’s subsidiaries has been duly incorporated and organized, is validly existing and in good standing under the laws of the jurisdiction of its formation, and has the corporate power to own or lease its property and to carry on its business as currently conducted by it;

it has the full power, legal right and authority to execute and deliver this Subscription Agreement and the Special Warrant Certificate and has such power, legal right and authority to do all such acts and things as are required hereunder to be done, observed or performed by it, subject to and in accordance with the terms hereof;

all necessary corporate action of the directors of the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Special Warrant Certificate has been taken; this Subscription Agreement and the Special Warrant Certificate have been duly executed and delivered on behalf of the Company and each constitutes a legal, valid and binding obligation of the Company, enforceable by the Subscriber in accordance with its terms;

the delivery by the Company to the Subscriber of the Resale Filings shall constitute the Company’s representation and warranty to the Subscriber that (i) each of the Resale Filings, as the case may be, contains, at the date of such document, no misrepresentation and constitutes full, true and plain disclosure of all material facts relating to the Underlying Shares; (ii) no material fact has been omitted from the any of the Resale Filings, as the case may be, which is required to be stated or which is necessary to make any statements or information contained therein not misleading in light of the circumstances in which they are made; (iii) each of the Resale Filings, as the case may be, complies fully with the requirements of the applicable legislation in the Designated Provinces; (iv) and the financial statements of the Company included or incorporated by reference in each of the Resale Filings, as the case may be, including any auditor’s reports thereon and the notes thereto, fairly present, in accordance with International Financial Reporting Standards (“IFRS”), consistently applied, the financial position and condition, the results of operations, cash flows and the other information purported to be shown therein of the Company as at the dates thereof and for the periods then ended and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Company as at the dates thereof required to be disclosed by IFRS, and include all adjustments necessary for a fair presentation.

the issue of the Special Warrants will, as at the Closing Date, have been approved by all requisite corporate action, and all requisite corporate action has been taken by the Company to reserve for issuance the Underlying Shares and such Underlying Shares will, upon issue and delivery, be validly issued as fully paid and non-assessable shares;

as at the Closing Date, 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 Special Warrants not obtained and not in effect;

its Shares are listed and posted for trading on the TSX and the NYSE MKT. The Company has not, in the 12 months preceding the date hereof, received notice from the TSX or the NYSE MKT to the effect that the Company is not in compliance with the listing or maintenance requirements of the TSX or the NYSE MKT, as applicable. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements;

the authorized capital of the Company consists of an unlimited number of Shares, of which 132,972,599 (137,215,299 fully diluted) are issued and outstanding as of the date hereof and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, (i) for the issue or allotment of any unissued shares in the capital of the Company or any other security convertible into or exchangeable for any such shares; or (ii) to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital, in each case, except as provided in the Disclosure Documents and as contemplated by this Subscription Agreement;

there is no order ceasing or suspending trading in securities of the Company nor prohibiting the sale of such securities has been issued and is outstanding against the Company or its officers, directors or promoters;

the Company shall not take any action which would be reasonably expected to result in the delisting or suspension of the Shares on or from the TSX or NYSE MKT or from any stock exchange, market or trading or quotation facility on which the Shares are listed or quoted and the Company shall comply, in all material respects, with the rules and regulations thereof;

the Company is, and has been for a period of at least four (4) months preceding the Closing Date, a reporting issuer only in the provinces of British Columbia, Alberta and Ontario;

the issue and sale of the Special Warrants and the Underlying Shares by the Company, and the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof, do not and will not conflict with, and do not and will not result in a breach of, any of the terms of the Company’s incorporating documents, resolutions of the Company, any agreements or instruments to which the Company is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Company;

the Company and each of its subsidiaries is in all material respects conducting its business in material compliance with all applicable laws, rules and regulations (including all environmental laws and regulations) of each jurisdiction in which its business is carried on, and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules and regulations;

the Company is in compliance in all material respects with the timely and continuous disclosure obligations under applicable legislation (including stock exchange policies);

neither the Company nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Company’s knowledge no such actions, suits or proceedings are contemplated or have been threatened;

to the Company’s knowledge, information and belief, none of the directors or officers of the Company is currently subject to regulatory, criminal or bankruptcy proceedings in Canada or elsewhere which, if determined adversely, would materially adversely affect the consummation of the transactions contemplated in this Subscription Agreement;

the Company, through its subsidiaries, is the legal and beneficial owner of and has good and marketable title to the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Documents, all agreements by which the Company holds an interest in a property, business or assets are in good standing according to their terms and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated and all filings and work commitments required to maintain the properties in good standing have been properly recorded and filed in a timely manner with the appropriate regulatory body and there are no mortgages, liens, charges, encumbrances or any other interests in or on such properties other than as disclosed in the Disclosure Documents or that are not material;

the financial statements of the Company contained in the Disclosure Documents have been prepared in accordance with IFRS and present fairly, fully and correctly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Company and its subsidiaries, as applicable, as of the date thereof;

neither the Company nor any of its subsidiaries has caused or permitted the release, in any manner whatsoever, of any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of its properties or assets nor has it received any notice that it is potentially responsible for a clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations, or any orders, directions or decisions rendered by any government, ministry, department or administrative regulatory agency relating to the protection of the environment, occupational health and safety or otherwise relating to dealing with Hazardous Substances except where such release or notice would not reasonably be expected to have a material adverse effect on the Company;

the Company has all licences, permits, approvals, consents, certificates, registrations and other authorizations (collectively the “Permits”) under all applicable laws and regulations necessary for the operation of the businesses carried on or proposed to be commenced by the Company except for (i) any permits relating to potential future exploration, mine construction and operation or (ii) where the failure to have such Permits would not reasonably be expected to have a material adverse effect on the Company and each Permit is valid, subsisting and in good standing and the Company is not in material default or breach of any Permit, and to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Permit;

the Company has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable;

there is not presently, and will not be until the Closing, any material change or change in any material fact, as such terms are defined under applicable Securities Laws, relating to the Company or any of its subsidiaries, which has not been or will not be fully disclosed to the public except for the Offering contemplated hereby;

none of the Company, its subsidiaries or any of their respective officers, directors or employees acting on behalf of the Company or any of its subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Company or any of its subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable law of similar effect of another jurisdiction, and to the knowledge of the Company no such action has been taken by any of its agents, representatives or other persons acting on behalf of the Company or any of its subsidiaries;

the operations of the Company are and have been conducted at all times in compliance with the anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency to which they are subject (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any governmental authority or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is, to the knowledge of the Company, pending or threatened;

no person, firm or corporation acting or purporting to act at the request of the Company is entitled to any brokerage, agency or finder’s fee in connection with the transactions described herein except finders’ fees of up to 6% may be paid to persons referring qualified Subscribers who are eligible to receive a fee;

the Company has filed all forms, reports, documents and information required to be filed by it, pursuant to applicable Securities Laws (the “Disclosure Documents”). The Company is registered under the Section 12(b) of the U.S. Exchange Act and is a “foreign private issuer” within the meaning of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of June 30, 2015, the Company continued to qualify as a “foreign private issuer” and will continue to file reports with the SEC as “foreign private issuer” until at least December 31, 2016. When filed, each of its Disclosure Documents complied in all material respects with the requirements of applicable Securities Laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If as of June 30, 2016, the Company determines that it will no longer qualify as a “foreign private issuer”, the Company shall promptly notify the Subscribers of the same by written notice and publicly disclose the same;

until the earliest of the time that (i) no Subscriber owns any Special Warrants or Underlying Shares, or (ii) three years from the date hereof, the Company covenants to maintain the registration of the Shares under Section 12(b) or 12(g) of the U.S. Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the U.S. Exchange Act even if the Company is not then subject to the reporting requirements of the U.S. Exchange Act;

since the date of the latest audited financial statements included within the Disclosure Documents, except as specifically disclosed in a subsequent Disclosure Document filed prior to the date hereof, there has been no event, occurrence or development that has had or that could reasonably be expected to result in a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole;

assuming the accuracy of the Subscriber’s representations and warranties set forth below, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Offering of the Special Warrants and the Underlying Shares to be integrated with prior offerings by the Company for purposes of (i) the U.S. Securities Act which would require the registration of any such securities under the U.S. Securities Act, or (ii) any applicable shareholder approval provisions of the TSX or the NYSE MKT;

the Company is not currently and has not previously been an issuer of the type described in paragraph (i) of Rule 144 under the U.S. Securities Act;

except with respect to the material terms and conditions of the transactions contemplated hereby, the Company confirms that neither it nor any other person acting on its behalf has provided any Subscriber or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company covenants and agrees that neither it, nor any other person acting on its behalf, will provide any Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Subscriber shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Subscriber shall be relying on the foregoing provisions in effecting transactions in securities of the Company; and

the Company shall (i) by 9:30 a.m. (New York City time) on the Business Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (ii) file a Current Report on Form 6-K, including this Subscription Agreement, the Special Warrant Certificate and the Registration Rights Agreement as exhibits thereto, with the Commission within four Business Days after the date of this Subscription Agreement. The Company acknowledges and agrees that after the filing of such press release, no Subscriber shall be deemed to be in possession of any material, non-public information regarding the Company.

In addition, the Company covenants to the Subscriber that it will use its reasonable best efforts to qualify the distribution of the Underlying Shares by filing the Resale Filings with the applicable regulatory authorities as soon as practicable after Closing. In respect of the filing of the Resale Filings and any supplementary materials, the Company: (A) shall, until the conclusion of the distribution of the Underlying Shares, promptly take all additional steps and proceedings that from time to time may be required under the applicable Securities Laws in each Designated Province to continue to qualify such distribution or, in the event that the Underlying Shares have, for any reason, ceased to so qualify, to again qualify such distribution and (B) shall use its commercially reasonable efforts to take or cause to be taken all such other steps and proceedings, including fulfilling all legal, regulatory and other requirements, as required under applicable legislation to qualify the distribution of the Underlying Shares in the Designated Provinces.

Conditions of Closing. Any obligation of the Company to sell, and the Subscriber to purchase, the Special Warrants is subject to (a) performance by the other party of its covenants under and in accordance with this Subscription Agreement; (b) the truth, at the time of acceptance and at the Closing Date, of the other party’s representations and warranties in this Subscription Agreement; (c) the Company concluding, acting reasonably, that the distribution of the Special Warrants to the Subscriber is exempt from the prospectus requirements of applicable Securities Laws on the basis provided herein; (d) the Company having obtained TSX and NYSE MKT conditional approval for the Offering; and (e) the other party having executed and delivered all requisite documentation as required by this Subscription Agreement and applicable Securities Laws.

Acceptance or Rejection of Subscription. The Company will have the right to accept or reject this offer in whole or in part at any time at or prior to the Closing Time. The Subscriber acknowledges and agrees that the acceptance of this offer will be conditional upon the sale of the Special Warrants to the Subscriber being exempt from any prospectus or offering memorandum requirements of all applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction. The Company will be deemed to have accepted this offer upon the Company’s execution of the acceptance form on page 3 of this Subscription Agreement and the delivery at the Closing of any certificate(s) representing the Special Warrants to or upon the direction of the Subscriber in accordance with the provisions hereof. If this Subscription Agreement is rejected in whole, the Subscriber understands that any funds, certified cheques and bank drafts delivered by the Subscriber to the Company representing the purchase price for Special Warrants will be promptly returned to the Subscriber without interest. If this Subscription Agreement is accepted only in part, the Subscriber understands that a cheque representing the portion of the purchase price for that portion of its subscription for Special Warrants that is not accepted will be promptly delivered to the Subscriber without interest.

Representations, Warranties and Covenants of the Subscriber. By executing this Subscription Agreement, the Subscriber represents, warrants and covenants to the Company, and acknowledges that the Company is relying thereon that:

the Subscriber understands that the Special Warrants subscribed for by the Subscriber hereunder form part of the Offering by the Company upon and subject to the terms and conditions set forth herein and in the Special Warrant Certificate; furthermore, the Subscriber understands that the Offering is not subject to any minimum subscription level and therefore any funds invested are available to and will be paid to the Company on the Closing Date and need not be refunded to the Subscriber unless the Closing Date does not occur by September 15, 2015;

the Subscriber acknowledges and agrees that the Company may be required to provide to the applicable securities regulatory authorities and to the TSX or the NYSE MKT a list setting forth the identities of the Beneficial Purchasers of the Special Warrants. Notwithstanding that the Subscriber may be purchasing Special Warrants as an agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be reasonably required by the Company in order to comply with the foregoing and the Subscriber will have completed, executed and delivered as principal, or, if the Subscriber is contracting hereunder as trustee, agent, representative or nominee for one or more Beneficial Purchasers, on behalf of each such Beneficial Purchaser, the Accredited Investor Form attached as Schedule “B” hereto or for U.S. Persons, the U.S. Accredited Investor Certificate in the form attached as Schedule “D” hereto, if applicable together with the Registration Rights Agreement form attached as Schedule “E” hereto;

as customarily required by the TSX and NYSE MKT, the Subscriber will promptly and accurately complete and submit any customary investor questionnaire or personal information form;

the Subscriber is aware of the characteristics of the Special Warrants and the Underlying Shares, the risks relating to an investment therein and agrees that the Subscriber must bear the economic risk of his or her investment in the Special Warrants. The Subscriber understands that he or she will not be able to resell the Special Warrants or the Underlying Shares until expiry of the applicable hold period under applicable Securities Laws except in accordance with limited exemptions and compliance with other requirements of applicable law or pursuant to the Resale Filings, and the Subscriber (and not the Company) is responsible for compliance with applicable resale restrictions or hold periods and will comply with all relevant Securities Laws in connection with any resale of the Special Warrants;

the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Subscriber’s proposed investment in the Special Warrants;

the Subscriber will execute and deliver within the applicable time periods all documentation as may be required by applicable Securities Laws to permit the purchase of the Special Warrants on the terms set forth herein and the Subscriber will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect to the issue of the Special Warrants as may be required by applicable Securities Laws or by any securities regulatory authority or stock exchange or other regulatory authority;

the Subscriber is aware that any certificates evidencing the Special Warrants and any Underlying Shares issued prior to the earlier of the CDN Qualification Date and the date that is four months and one day after Closing will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, a legend setting out resale restrictions under applicable Securities Laws in substantially the following form:

if the Subscriber is an individual, he/she has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto;

if the Subscriber is a corporation, partnership, unincorporated association or other entity, the Subscriber has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto and was not formed solely to pool investors to qualify for an exemption hereunder;

if the Subscriber is not an individual, the Subscriber has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions;

the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Subscriber or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Subscriber is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber;

the Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive in connection with the sale of the Special Warrants, any prospectus, sales or advertising literature, offering memorandum or any other disclosure document (other than an annual or interim report, financial statements or any other document previously filed by the Company with securities regulatory authorities under applicable Securities Laws and the Resale Filings);

the Subscriber has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact, and the Subscriber acknowledges that the Company has not made any written representations, warranties or covenants in respect of such publicly available information, except as set forth in this Subscription Agreement. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Subscriber that any person will re-sell or re-purchase the Special Warrants, or refund any of the purchase price of the Special Warrants, or that the Special Warrants will be listed on any exchange and no person has given any undertaking to the Subscriber relating to the future value or price of the Special Warrants or Underlying Shares;

the Subscriber agrees that it is solely responsible for obtaining such legal, tax and other advice as the Subscriber considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder and without limiting the generality of the foregoing, the Subscriber acknowledges that purchasing, holding and disposing of the Special Warrants may have tax consequences under the laws of Canada, and that it is solely responsible for determining the tax consequences applicable to its particular circumstances and that the Subscriber has been advised by the Company to consult its own tax advisors concerning investment in the Special Warrants;

the Subscriber acknowledges that the description of the Special Warrants set out in this Subscription Agreement is a summary only and is subject to the detailed provisions of the Special Warrant Certificate under which such Special Warrants will be issued;

the Purchaser has no knowledge of a “material fact” or “material change” (as those terms are defined in the Securities Laws) in the affairs of the Company that has not been generally disclosed to the public, except knowledge of the Offering;

the Subscriber is entitled under applicable Securities Laws to purchase such Special Warrants without the benefit of a prospectus qualified under such securities laws;

the Subscriber certifies that each of the Subscriber and Beneficial Purchaser, if any, is a resident of the jurisdiction referred to above “Subscriber’s Residential Address” set out on page 2 hereof and has received and accepted the offer to purchase the Special Warrants in such jurisdiction and if the Subscriber is acting as agent or trustee for a Disclosed Principal, the Disclosed Principal is a resident of the jurisdiction referred to above “Disclosed Principal’s Residential Address” on page 2 hereof;

unless the Subscriber executes and delivers Schedules “D” and “E” to the Company, the Subscriber, whether acting as principal, trustee or agent, is neither (i) a “U.S. Person” (as defined in Rule 902(k) of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee is a U.S. Person, and any partnership or corporation organized or incorporated under the laws of the United States, nor (ii) purchasing the Special Warrants for the account of a U.S. Person or a person in the United States or for resale in the United States, and the Special Warrants have not been offered to the Subscriber in the United States and the Subscriber was not in the United States when the order was placed or when this Subscription Agreement was executed and delivered; this subscription has not been solicited in any other manner contrary to any applicable legislation, the U.S. Securities Act or any state securities laws of the United States;

subject to the satisfaction by the Company of the conditions set out in Section 6, this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement);

the Subscriber will not offer or sell the Special Warrants in the United States, unless such securities are registered under the U.S. Securities Act and the laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that the Subscriber will not resell the Special Warrants, except in accordance with the provisions of applicable Securities Laws;

the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Company may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA or the PATRIOT Act. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) the Subscriber shall promptly notify the Company if the Subscriber discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.

Reliance Upon Representations, Warranties and Covenants by Company. The Subscriber acknowledges that the representations, warranties and covenants made by the Subscriber in this Subscription Agreement (including without limitation those made in each Schedule to be executed and delivered in accordance with this Subscription Agreement) are made with the intent that they may be relied upon by the Company and its counsel to, among other things, determine the Subscriber’s eligibility to purchase the Special Warrants, including without limitation the availability of exemptions from the registration and prospectus requirements of applicable Securities Laws in connection with the issuance of the Special Warrants to the Subscriber. The Subscriber further covenants to the Company that by accepting the Special Warrants, the Subscriber shall be representing and warranting that such representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Subscriber at the Closing Date and that the covenants of the Subscriber made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed. The Subscriber undertakes to immediately notify the Company of any change in any statement or other information relating to the Subscriber set forth herein or in a Subscriber Certificate that takes place prior to the Closing Date.

Reliance Upon Representations, Warranties and Covenants by Subscriber. The Company acknowledges that the representations, warranties and covenants made by the Company in this Subscription Agreement are made with the intent that they may be relied upon by the Subscriber in entering into this Subscription Agreement and purchasing the Special Warrants hereunder. The Company further covenants to the Subscriber that by issuing and delivering the Special Warrants, the Company shall be representing and warranting that such representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by the Company at the Closing Date and that the covenants of the Company made by it in this Subscription Agreement to be performed prior to the Closing Date have been performed. The Company undertakes to immediately notify the Subscriber of any change in any statement or other information relating to the Company set forth herein or in a Company Certificate that takes place prior to the Closing Date.

Indemnification.

The Company agrees to indemnify and hold harmless the Subscriber and its directors, officers, affiliates, members, managers, employees, agents, successors and assigns (collectively, “Indemnified Parties”) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by any Indemnified Party as a result of, arising out of or based upon (i) any inaccuracy in or breach of the Company's representations or warranties in this Subscription Agreement; (ii) the Company's breach of agreements or covenants made by the Company in this Subscription Agreement or the Special Warrant Certificate, the Registration Rights Agreement, the Resale Filings and each other agreement, instrument and certificate executed and delivered by the Company or any of its subsidiaries thereof in connection with the foregoing (collectively, the “Transaction Documents”); (iii) any third party claims arising out of or resulting from the transactions contemplated by this Subscription Agreement or any other Transaction Document (unless such claim is based upon conduct by such Indemnified Party that constitutes fraud, gross negligence or wilful misconduct); (iv) any breach by the Company of applicable Securities Laws or the rules promulgated thereunder, or (v) any third party claims arising directly or indirectly out of such Indemnified Party's status as owner of the Securities or the actual, alleged or deemed control or ability to influence the Company or any of its subsidiaries (unless such claim is based upon conduct by the Subscriber that constitutes fraud, gross negligence or wilful misconduct). This provision shall survive the termination of this Subscription Agreement and the Transaction Documents.

With respect to any third-party claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Section 14 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party an actual conflict of interest between it and the Company exists with respect to such action, proceeding or claim (in which case the Company shall be responsible for the reasonable fees and expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Company shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Section 14 to the contrary, the Company shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof. The indemnification obligations to defend the Indemnified Party required by this Section 14 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Company or others, and (ii) any liabilities the Company may be subject to pursuant to the law. In no event shall the Company be required to indemnify any Indemnified Party for its wilful breach of any of the Transaction Documents as determined by a court of competent jurisdiction pursuant to a final and non-appealable order.

If the indemnification provided for in Section 14 is unavailable to any Indemnified Party thereunder in respect of any losses, liabilities, deficiencies, costs, damages or expenses (or actions in respect thereof) referred to in such Section, then the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, liabilities, deficiencies, costs, damages or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and such Indemnified Party on the other.

Additional Acknowledgements. The Subscriber acknowledges and agrees that:

no securities commission or similar regulatory authority has received 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 Special Warrants;

there are restrictions on the Subscriber’s ability to resell the Special Warrants and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them; and

as a consequence of acquiring the Special Warrants pursuant to exemptions from prospectus requirements under the Securities Laws, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber.

Contractual Right of Action for Rescission. By its acceptance and acknowledgement of this offer, the Company hereby provides a right of rescission as set out below, which right shall be exercisable by the Subscriber and any subsequent holders from time to time of the Subscriber’s Special Warrants:

In the event that a holder of a Special Warrant who acquires Underlying Shares upon the deemed exercise of a Special Warrant as provided for in the Final Prospectus, is or becomes entitled under applicable Securities Laws to the remedy of rescission by reason of the Final Prospectus or any amendment thereto containing a misrepresentation, such holder shall be entitled to rescission not only of the holder's exercise of its Special Warrant, but also of the private placement transaction pursuant to which the Special Warrant was initially acquired and shall be entitled in connection with such rescission to a full refund from the Company of the amount of the purchase price paid on Closing to the Company, on the acquisition of the Special Warrant. In the event such holder is a permitted assignee of the interest of the original Special Warrant subscriber in accordance with the Special Warrant Certificate, such permitted assignee shall be entitled to exercise such rights of rescission and refund as if such permitted assignee were such original subscriber. The provisions of this section are a direct contractual right extended by the Company alone (but specifically not by the directors, officers or other agents of the Company) to holders of Special Warrants, permitted assignees of such holders and holders of Underlying Shares acquired by such holders on exercise of Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under applicable law.

The foregoing contractual rights of action for rescission will be subject to the applicable defences, limitations and other provisions set out in the Securities Act (British Columbia) and the equivalent provisions of the securities legislation of the Designated Provinces.

Collection of Personal Information. The information provided by the Subscriber on the face page of this Subscription Agreement identifying the name, address and telephone number of the Subscriber, the number of Special Warrants being purchased hereunder and the total purchase price as well as the Closing Date and the exemption that the Subscriber is relying on in purchasing the Special Warrants will be disclosed to securities regulators in the selling jurisdictions including the Ontario Securities Commission, and such information is being indirectly collected by such securities regulatory authorities, including the Ontario Securities Commission under the authority granted to it under securities legislation. This information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario. Each Subscriber (and for certainty, including each Disclosed Principal) hereby authorizes the indirect collection of such information by the Ontario Securities Commission. In the event the Subscriber has any questions with respect to the indirect collection of such information by the Ontario Securities Commission, the Subscriber should contact the Ontario Securities Commission, Administrative Support Clerk, at (▇▇▇) ▇▇▇-▇▇▇▇ or by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ or in person or writing at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

Modification. Subject to the terms hereof, neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

Assignment. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber, the Company and their respective successors and assigns; provided that this Subscription Agreement shall not be assignable by any party without the prior written consent of the other party.

Survival. This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein and in each Accredited Investor Certificate(Canada) and the U.S. Accredited Investor Certificate, shall survive and continue in full force and effect and be binding upon the Company and the Subscriber, notwithstanding the completion of the purchase of the Special Warrants by the Subscriber pursuant hereto, the issuance of any underlying securities, or the subsequent disposition of the Special Warrants or the underlying securities by the Subscriber.

Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Subscriber hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Subscription Agreement.

Facsimile and E-mail Deliveries and Counterparts. The Company shall be entitled to rely on delivery by facsimile or electronic mail of a copy of this Subscription Agreement executed by the Subscriber, and acceptance by the Company of such executed Subscription Agreement shall be legally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

Extended Meanings and Headings. In this Subscription Agreement words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts and unincorporated associations. The headings contained herein are for convenience of reference only and shall not affect the construction or interpretation hereof.

Entire Agreement and Headings. This Subscription Agreement (including the schedules hereto) contains the entire agreement of the parties hereto relating to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written. This Subscription Agreement may be amended or modified in any respect by written instrument only. The headings contained herein are for convenience only and shall not affect the meanings or interpretation hereof.

Further Assurances. Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the closing of the transactions contemplated hereby, reasonably require to effectively carry out or better evidence the terms of this Subscription Agreement.

Expenses. Except for the cost of any prospectus or registration statement, the costs of which the Company will bear, each party will pay its own expenses in connection with this Subscription Agreement.

Targeted at $15.0 million (all $ = CDN$) and up to $20.0 million in a private placement offering of NDM special warrants (“Special Warrants”) at a price of $0.399 per Special Warrant inclusive financing transactions involving common shares and common share equivalents. The price is based on the 5-day volume weighted average price (VWAP) of the common shares on TSX ending July 29, 2015. Based upon approximately 131 million common shares or common share equivalents currently outstanding, the offering will represent approximately 21% ($15 million level) to 26% (at the $20 million level) of common shares and common share equivalents then outstanding. There is no minimum aggregate subscription.

The Special Warrants and any other common share equivalents will convert into NDM common shares on a one-for-one basis (the “Underlying Shares”) at anytime at the option of the holder and automatically in certain events based upon the clearance for resale of the Underlying Shares as described in “Conversion of Special Warrants” below.

NDM will use reasonable best efforts to clear resale restrictions that are or may be applicable to the Underlying Shares by (i) seeking to clear a final prospectus in Canada (the “Canadian Prospectus”) qualifying the distribution of the Underlying Shares for resale in Canada, and (ii) for United States investors who may be affected by US resale restriction rules, concurrently filing a selling shareholder registration statement with the United States Securities and Exchange Commission (the “SEC”) on Form F-3 or other appropriate SEC form (“U.S. Registration Statement”) to seek to qualify the resale of such Underlying Shares in the United States. The Canadian Prospectus and the U.S. Registration Statement are herein together the “Resale Filings”.

The Company shall use reasonable best efforts to cause the U.S. Registration Statement to be declared effective by the SEC by not later than 90 days after the completion (or “closing”) of the Offering and to cause such U.S. Registration Statement to remain continuously effective until such time that investors may resell the Underlying Shares pursuant to Rule 144 promulgated under the US Securities Act of 1933 without any public information requirement or volume limitations as determined by counsel to the investor. The Company shall cause the Canadian Prospectus to remain effective and current until the expiry of the four month Canadian hold period on the Special Warrants.

Holders of Special Warrants may voluntarily convert them into the Underlying Shares on a one-for-one basis at anytime, subject to (i) the equity blocker restrictions for U.S. Purchasers who would, but for the equity blocker restrictions, beneficially own more than the 9.9% of the Company’s outstanding shares (the “Affiliate U.S. Purchasers”), and (ii) the prohibition applicable to all holders that holders may not exercise to exceed 19.99% of issued Shares.

All unexercised Special Warrants held by non-U.S. Persons will automatically convert into the Underlying Shares on the date that is the earlier of (i) the sixth day after the clearance of the Canadian Prospectus and (ii) 120 days after closing. (the “CDN Qualification Date”).

Unexercised Special Warrants held by US Persons who are not considered Affiliate U.S. Purchasers will be deemed to be exercised on the CDN Qualification Date, Unexercised Special Warrants held by Affiliate U.S. Purchasers will not be deemed to be exercised until the two year anniversary of Closing. The Special Warrants issued to U.S. Persons will be subject to a 61 day advance-notice-of-exercise requirement (a “blocker” provision) so that they are not exercisable to exceed 9.9% of issued common shares unless such advance notice is first given to the Company.

The Special Warrants issued to Affiliated U.S. Persons will be subject to a 61 day advance-notice-of- exercise requirement (an “equity blocker” provision) so that they are not exercisable to exceed 9.9% of issued common shares unless such advance notice is first given to the Company and provided that such investors can give notice to increase this ownership limitation to 19.9%.

The Offering is subject to execution and delivery of subscription documentation containing customary representations and warranties, covenants, conditions, indemnities, termination provisions and other provisions; delivery of standard closing documents and will be conditional on compliance with all applicable legal and regulatory requirements including TSX and NYSE MKT regulatory approvals. NDM will enter into a registration rights agreement in favour of the purchasers of the Special Warrants on closing pursuant to which it will agree to file the U.S. Registration Statement with the SEC.

If shareholders’ approval for any portion of the Special Warrants sold to persons who are currently insiders of the Company (generally officers, directors and 10%+ shareholders) is required under TSX or NYSE MKT rules, then shareholders approval for that portion will be sought and must be obtained within 90 days of closing failing which that portion of the subscription will be refunded without interest or deduction. Any portion of the Special Warrants requiring shareholders approval will be allocated amongst the insiders based on their subscribed amounts.

The Special Warrants will include the limitation that the Special Warrants may not be exercised to the extent that exercise would result in the holder being deemed to beneficially own more than 19.99% of the outstanding common shares of NDM (as calculated in accordance with SEC Rule 13d-1 under the Exchange Act to include in the outstanding shares denominator the shares issuable on conversion of such holder’s special warrants), provided that a holder of Special Warrants will be entitled to waive the application of this limitation on beneficial ownership by providing 61 days prior written notice to NDM and provided that NDM’s shareholder rights plan has been terminated.

The net proceeds of the offering will be used to fund the legal and environmental activities of the Pebble Limited Partnership, a subsidiary entity of NDM, related to advancing the development of the Pebble Project, and for general corporate and working capital purposes.

Private placement in Canada pursuant to applicable prospectus and registration exemptions, and in the United States pursuant to the exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), afforded by Rule 506 of Regulation D under the U.S. Securities Act. Details of these exemptions will be set out in the Subscription Agreement for the Offering and will generally require that Subscribers in Canada, be “accredited” as defined by applicable securities legislation, or that Subscribers qualify for another available exemption, and that investors in the United States qualify as “accredited investors” as defined under Rule 501(a) of Regulation D of the U.S. Securities Act unless another mutually acceptable exemption from registration and prospectus requirements is available

The Special Warrants and Underlying Shares (if acquired prior to clearance of the Resale Filings) will be subject to applicable resale restrictions in Canada and the United States and will bear resale restriction legends where required. Responsibility to comply with applicable resale restrictions rests with Subscribers.

Any Special Warrants and Underlying Shares acquired by a purchaser in the United States will be considered “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, unless: (A) the transfer is to the Company; (B) the transfer is made outside the United States in accordance with Regulation S and in compliance with applicable Canadian local laws or regulations; (C) the transfer is made in compliance with an exemption from registration under the U.S. Securities Act provided by Rule 144 there under, if available, and in accordance with applicable state securities laws; (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws; or (E) pursuant to an effective registration statement under the U.S. Securities Act, and in each case in accordance with any applicable state securities laws in the United States, provided that, in the case of transfers pursuant to (C) or (D) above, the holder has, prior to such transfer, furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company.

Upon issuance and until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Special Warrants and Underlying Shares sold in the United States or to, or for the account or benefit of, persons in the United States or U.S. persons, and all certificates issued in exchange therefore or in substitution thereof, shall bear restrictive legends to the foregoing effect.

The Underlying Shares will be eligible investments under certain statutes as well as for Canadian tax deferral accounts such as RRSPs, RRIFs, RESPs, TFSAs and DPSPs.

Application will be made to list the Underlying Shares on the Toronto Stock Exchange (“TSX”) and the NYSE MKT. NDM common shares are currently listed on the TSX under the symbol “NDM” and on the NYSE MKT under the symbol “NAK.”. The Special Warrants will not be listed but will be transferable subject to compliance with applicable securities laws.

The terms and conditions as set out in this term sheet are governed by the laws of the Province of Ontario.

Up to 6% cash will be paid to eligible persons who refer certain Subscribers subject to finder’s fee or commission arrangements which participate in the Offering where permitted by applicable law.

Closing means the issuance of Special Warrants against payment. The Offering has a targeted subscription cut-off date of August 26, 2015 and proposed closing date of August 28, 2015. Subscription funds must be advanced to the Company not less than two days before the closing date. For any investors whose participation requires prior shareholders’ approval, subscription funds will be segregated pending the shareholders vote.

Your net income before taxes was more than $200,000 in each for the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.

[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]

Lack of information – You may receive little or no information about your investment. The information you receive may be limited to the information provided to you by the family member, friend or close business associate specified in section 3 of this form.

By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. You also confirm that you are eligible to make this investment because you are a family member, close personal friend or close business associate of that person identified in section 5 of this form.

It is (i) a U.S. Person or a person in the United States and (ii) authorized to consummate the purchase of the Special Warrants.

It has such knowledge, skill and experience in financial, investment and business matters as to be capable of evaluating the merits and risks of an investment in the Special Warrants and it is able to bear the economic risk of loss of its entire investment.

The Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Special Warrants, including access to the Company's public filings available on the Internet at ▇▇▇.▇▇▇▇▇.▇▇▇, and that any answers to questions and any request for information have been complied with to the Subscriber's satisfaction.

It is acquiring the Special Warrants for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Special Warrants in violation of the United States securities laws, provided the foregoing representation shall not be deemed to prohibit the resale of the Special Warrants or Underlying Shares in compliance with Securities Laws.

The address of the Subscriber set out on the front page of the Subscription Agreement is the true and correct principal address of the Subscriber and can be relied on by the Company for the purposes of state blue-sky laws and the Subscriber has not been formed for the specific purpose of purchasing the Special Warrants.

It understands (i) the Special Warrants and any Common Shares issued on exercise of the Special Warrants have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and will be "restricted securities", as defined in Rule 144 under the U.S. Securities Act; (ii) the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; and (iii) subject to certain exceptions provided under the U.S. Securities Act, the Securities and any Common Shares issued upon conversion of the Special Warrants may not be transferred or exercised in the United States or by or on behalf of a U.S. Person unless such Securities and any Common Shares issued upon conversion of the Special Warrants, are registered under the U.S. Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available.

The Subscriber is an "accredited investor" as defined in Rule 501 of Regulation D of the U.S. Securities Act by virtue of meeting one of the following criteria (please hand-write your initials on the appropriate lines):

the person’s primary residence shall not be included as an asset;

indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of securities contemplated by the accompanying Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of securities contemplated by the accompanying Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

A natural person that had annual gross income during the last two full calendar years in excess of US$200,000 (or together with his or her spouse in excess of US$300,000) and reasonably expects to have annual gross income in excess of US$200,000 (or together with his or her spouse in excess of US$300,000) during the current calendar year, and no reason to believe that his or her annual gross income will not remain in excess of US$200,000 (or that together with his or her spouse will not remain in excess of US$300,000) for the foreseeable future; or

A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Special Warrants offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

Any entity in which all of the equity owners meet the requirements of at least one of the above categories.

The Subscriber has not purchased the Special Warrants as a result of any form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities 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.

If the Subscriber decides to offer, sell or otherwise transfer any of the Special Warrants or any Common Shares issued upon conversion of the Special Warrants it will not offer, sell or otherwise transfer any of such Special Warrants or any Common Shares issued upon conversion of the Special Warrants directly or indirectly, unless:

the sale is to the Company;

the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or "blue sky" laws;

the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; or

pursuant to an effective resale registration statement filed under the U.S. Securities Act.

and, in the case of each of (iii) and (iv) it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company stating that such transaction is exempt from registration under applicable securities laws and that the legends referred to in paragraph (1) below may be removed.

It understands and agrees that the Special Warrants and any Common Shares issued upon conversion of the Special Warrants may not be acquired in the United States by or on behalf of a U.S. Person or a person in the United States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration requirements is available.

It acknowledges that it has not purchased the Special Warrants and any Common Shares issued upon conversion of the Special Warrants as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the U.S. Securities Act) in the United States in respect of the Special Warrants and any Common Shares issued upon conversion of the Special Warrants which would include 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 for the resale of the Special Warrants or any Common Shares issued upon conversion of the Special Warrants.

The certificates representing the Special Warrants issued hereunder and any Common Shares issued upon conversion of the Special Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will bear, on the face of such certificate, the following legends:

Notwithstanding anything contained herein to the contrary, certificates evidencing Shares issued upon exercise of the Special Warrants shall not contain any legend (including the legend set forth above): (i) while a registration statement covering the resale of such security is effective under the U.S. Securities Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144 without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the U.S. Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company will take all steps necessary to remove any legends to give effect to the foregoing, including, without limitation, procuring an opinion of U.S. counsel to the Company at the Company’s expense.

It understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, disposition or exercise of any of the Special Warrants and any Common Shares issued upon conversion of the Special Warrants. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such Special Warrants and any Common Shares issued upon conversion of the Special Warrants; in particular, no determination has been made whether the Company will be a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code.

It understands and acknowledges that the Company is incorporated outside the United States. Consequently, it may be difficult to provide service of process on the Company and it may be difficult to enforce any judgment against the Company.

It understands and agrees that the financial statements of the Company have been prepared in accordance with International Financial Reporting Standards and therefore may be materially different from financial statements prepared under U.S. generally accepted accounting principles and therefore may not be comparable to financial statements of United States companies.

It consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this certification and the Subscription Agreement.

It has no intention to distribute, and shall not transfer, either directly or indirectly any of the Special Warrants and any Common Shares issued upon conversion of the Special Warrants to any person within the United States or to U.S. persons except pursuant to an effective registration statement under the U.S. Securities Act, or an exemption therefrom or otherwise in compliance with Securities Laws.

It represents that the funds representing the Purchase Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act

(the “PATRIOT Act”) and the Subscriber acknowledges that the Company may in the future be required by law to disclose the Subscriber's name and other information relating to the subscription agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the Subscription Price to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly notify the Company if the Subscriber discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith.

It acknowledges that the representations, warranties and covenants contained in this Certification are made by it with the intent that they may be relied upon by the Company in determining its eligibility or the eligibility of others on whose behalf it is contracting thereunder to purchase Special Warrants. It agrees that by accepting Special Warrants it shall be representing and warranting that the representations and warranties above are true as at the Closing Date with the same force and effect as if they had been made by it at the Closing Date and that they shall survive the purchase by it of Special Warrants and shall continue in full force and effect notwithstanding any subsequent disposition by it of such Special Warrants.