You must complete all the information in the boxes on page 2 and sign where indicated with an “ X ”.

If you are resident in Canada, you must complete and sign Exhibit A “Canadian Investor Questionnaire” that starts on page 15. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws. In order for the Issuer to satisfy its obligations under applicable Canadian securities laws, you may be required to provide additional evidence to verify the information you have provided in Exhibit A “Canadian Investor Questionnaire” that starts on page 15.

If you are a “U.S. Purchaser”, as defined in Exhibit B, you must complete and sign Exhibit B “United States Accredited Investor Questionnaire” that starts on page 29.

Unless you are subscribing through a person registered as broker, an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions ) or you are subscribing directly from the Issuer without involvement of a finder, you must complete and sign Exhibit C “Risk Acknowledgement Form” that starts on page 32.

If you are paying for your subscription with funds drawn from a Canadian bank, you may pay by certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request.

If you are paying for your subscription with funds drawn on any source other than a Canadian chartered bank, you may only pay by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request.

Subscription

Payment

Documents Required from Subscriber

The Subscriber must complete, sign and return to the Issuer the following documents:

this Agreement;

the Canadian Investor Questionnaire (the “ Canadian Questionnaire ”) attached as Exhibit A that starts on page 15, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire;

if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the “ U.S. Questionnaire ” and, together with the Canadian Questionnaire, the “ Questionnaires ”) attached as Exhibit B that starts on page 29;

if the Subscriber is not subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions ) or the Subscriber is acquiring the Shares directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit C that is on page 32; and

such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor,

Conditions and Closing

The Closing is conditional upon and subject to:

the Issuer having obtained all necessary approvals and consents, including regulatory approvals for the Offering;

the issue and sale of the Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Shares, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and

the Issuer having obtained approval of the Toronto Stock Exchange for the Offering.

Acknowledgements and Agreements of the Subscriber

The Subscriber acknowledges and agrees that:

none of the Shares have been or will be registered under the United States Securities Act of 1933 , as amended, (the “ 1933 Act ”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“ Regulation S ”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;

the Issuer has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other securities legislation;

the Issuer will refuse to register the transfer of any of the Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;

the decision to execute this Agreement and acquire the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with any Canadian provincial securities commissions and the United States Securities and Exchange Commission (collectively, the “ Public Record ”);

the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Issuer;

there are risks associated with the purchase of the Shares, as more fully described in the Issuer’s periodic disclosure forming part of the Public Record;

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer;

a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agency agreement;

finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer;

the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, its legal counsel and/or its advisor(s);

all of the information which the Subscriber has provided to the Issuer is correct and complete, and if there should be any change in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;

the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement or the Questionnaires, as applicable;

there are restrictions on the Subscribers ability to resell the Shares and it’s the responsibility of the Subscriber to find out what those restrictions are the to comply with them before selling the Shares;

the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and

applicable resale restrictions;

there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Shares;

the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:

the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Subscriber;

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

there is no government or other insurance covering any of the Shares; and

this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right to reject this Subscription for any reason whatsoever.

Representations and Warranties of the Subscriber

unless the Subscriber has completed Exhibit B:

the Subscriber is not in the United States, is not a U.S. Person, is not purchasing the Shares for the account or benefit of a U.S. Person, did not receive the offer to buy the Shares while in the United States and it (or its authorized signatory) was outside of the United States at the time its buy order was placed and this Agreement was executed,

offers and sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “ Distribution Compliance Period ”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or pursuant to an exemption therefrom, and all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom, and in each case only in accordance with applicable state, provincial and foreign securities laws,

the Subscriber has not acquired the Shares as a result of, and will not himself, herself or itself engage in, any “ directed selling efforts ” (as defined in Regulation S) in the United States in respect of any of the Shares 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 sale of the Shares, and

hedging transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws;

the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;

if the Subscriber is resident outside of Canada or the United States:

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “ International Jurisdiction ”) which would apply to the offer and sale of the Shares,

the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,

the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares,

the purchase of the Shares by the Subscriber does not trigger:

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and

the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably;

the Subscriber: (i) has adequate net worth and means of providing for the Subscriber’s current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of the Subscriber’s prospective investment in the Shares, (iv) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;

the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;

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

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

the Subscriber has received and carefully read this Agreement;

the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;

the Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares and the Issuer;

the Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

no person has made to the Subscriber any written or oral representations:

that any person will resell or repurchase any of the Shares,

that any person will refund the purchase price of any of the Shares, or

as to the future price or value of any of the Shares;

the funds representing the Subscription Amount 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 Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; and

no portion of the Subscription Amount 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 (iii) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and will provide the Issuer with appropriate information in connection therewith.

Representations and Warranties will be Relied Upon by the Issuer

Acknowledgement and Waiver

Legending and Registration of Subject Securities

Collection of Personal Information

the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription, including any Canadian provincial securities commissions, the United States Securities and Exchange Commission and/or any state securities commissions (collectively, the “ Commissions ”), certain personal information pertaining to the Subscriber, including the Subscriber’s full name, residential address and telephone number, the number of Shares or other securities of the Issuer owned by the Subscriber, the number of Shares purchased by the Subscriber, the total Subscription Amount paid for the Shares, the prospectus exemption relied on by the Issuer and the date of distribution of the Shares;

such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;

such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and

the Subscriber may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number:

Costs

Governing Law

Survival

Assignment

This Agreement is not transferable or assignable.

Severability

Entire Agreement

Notices

Execution of Subscription Agreement and Electronic Means

Counterparts

Exhibits

The exhibits attached hereto form part of this Agreement.

Indemnity

is purchasing the Shares as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“ NI 45-106 ”));

(A)                 is resident in or is subject to the laws of one of the following (check one):

 [  ]  is resident in a country other than Canada or the United States; and

has not been provided with any offering memorandum in connection with the purchase of the Shares.

SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION

___________ the Subscriber is not a trust company or trust company registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, and

the Subscriber is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated criterion below (YOU MUST: (1) INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE(S) BELOW, AND (2) IF YOU SELECT ANY OF CATEGORIES (i), (iii) or (iv) BELOW, MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS QUESTIONNAIRE) ( see certain guidance with respect to accredited investors that starts on page 22 below ):

an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000,

an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,

an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

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

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (viii),

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors.

SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND BUSINESS ASSOCIATES” EXEMPTION

the Subscriber is (please initial or place a check-mark on the appropriate line below and provide the requested information, as applicable):

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

a spouse, parent, grandparent, brother, sister, child or grandchild of _____________________________________ ( print name of person ), who is a director, executive officer or control person of the Issuer or of an affiliate of the Issuer,

a parent, grandparent, brother, sister, child or grandchild of the spouse of _________________________________ ( print name of person ), who is a director, executive officer or control person of the Issuer or of an affiliate of the Issuer,

_____________a close personal friend ( see guidance on making this determination that starts on page 24 below ) of ________________________ ( print name of person ), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for ___________________years based on the following factors:

________________________________________________________________________________________________________( explain the nature of the close personal friendship ),

a close business associate ( see guidance on making this determination that starts on page 24 below ) of ________________________ ( print name of person ), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for ___________________years based on the following factors

________________________________________________________________________________________________________( explain the nature of the close business association ),

a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate ( see guidance on making these determinations that starts on page 24 below ) of ________________________ ( print name of person ), who is a founder of the Issuer, and, if a close personal friend or close business associate of such person, has been for ___________________ years based on the following factors:

________________________________________________________________________________________________________( explain the nature of the close personal friendship or business association ),

if the Subscriber is resident in the Province of Ontario or is subject to the securities laws of the Province of Ontario, the Subscriber has provided the Issuer with a signed risk acknowledgement form ( to be provided by the Issuer on request ), and

if the Subscriber is resident in the Province of Saskatchewan or is subject to the securities laws of the Province of Saskatchewan, and the Subscriber is relying on the indicated criterion as set out in subsections II(a)(iv), II(a)(v) or II(a)(viii) or II(a)(ix) if the distribution is based in whole or in part on a close personal friendship or a close business association, the Subscriber has provided the Issuer with a signed risk acknowledgement form ( to be provided by the Issuer on request ).

SUBSCRIBERS PURCHASING UNDER THE “EMPLOYEE, EXECUTIVE OFFICER, DIRECTOR AND CONSULTANT” EXEMPTION

the Subscriber is (please initial or place a check-mark on the appropriate line below):

the Subscriber covenants, represents and warrants to the Issuer that:

in the case of a Subscriber that is an employee or an employee’s permitted assign, the Subscriber is not induced to participate in the distribution by expectation of employment or continued employment of the employee with the Issuer or a related entity of the Issuer;

in the case of a Subscriber that is an executive officer or an executive officer’s permitted assign, the Subscriber is not induced to participate in the distribution by expectation of appointment, employment, continued appointment or continued employment of the executive officer with the Issuer or a related entity of the Issuer;

in the case of a Subscriber that is a consultant or a consultant’s permitted assign, the Subscriber is not induced to participate in the distribution by expectation of engagement of the consultant to provide services or continued engagement of the consultant to provide services to the Issuer or a related entity of the Issuer; or

in the case of a Subscriber that is an employee of a consultant, the Subscriber is not induced by the Issuer, a related entity of the Issuer, or the consultant to participate in the distribution by expectation of employment or continued employment with the consultant.

MINIMUM AMOUNT INVESTMENT

the Subscriber is not an individual as that term is defined in applicable Canadian securities laws,

the Subscriber is purchasing the Shares as principal for its own account and not for the benefit of any other person,

the Shares have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing, and

the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Shares.

an issuer is “ affiliated ” with another issuer if

one of them is the subsidiary of the other, or

each of them is controlled by the same person;

“ consultant ” means, for an issuer, a person, other than an employee, executive officer, or director of the issuer or of a related entity of the issuer, that:

is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution,

provides the services under a written contract with the issuer or a related entity of the issuer, and

spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer

for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and

for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer;

“ control person ” means

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

director ” means

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

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

“ executive officer ” means, for an issuer, an individual who is

a chair, vice-chair or president,

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