kodiaksb2ex10-1.htm


    
      

      

    

    
      Exhibit
        10.1

       

    
      Canada
        -
        BC, AB, ON, QB

KODIAK
      ENERGY, INC. – COMMON SHARES SUBSCRIPTION AGREEMENT

     

    A
      completed and originally executed copy of this Subscription Agreement and
      Schedules A. B and C, if applicable, duly completed and signed, must be
      delivered to the Agent.

     

    
      	
              TO:

            	
              Kodiak
                Energy, Inc. (the
“Corporation”)

            


    

     

    
      	
              AND
                TO:

            	
              Research
                Capital Corporation (the
“Agent”)

            


    

     

    The
      undersigned (the “Subscriber”) hereby irrevocably subscribes
      for and agrees to purchase the number of common shares of the Corporation
      (“Common Shares”) set forth below for the aggregate
      subscription price set forth below (the “Subscription Amount”),
      representing a subscription price of US$2.50 per Common Share, upon and subject
      to the terms and conditions set forth in the attached “Terms and Conditions
      of Subscription For COMMON SHARES of  KODIAK ENERGY, INC.”
(the “Terms and
      Conditions”) (together with this page and the
      attached Schedules, the “Subscription Agreement”).

     

    
      	
              Subscriber’s
                Particulars:

               

              ________________________________________________________

              Name
                of Subscriber - please print

               

              By:   
                   __________________________________________________

                       
                  Authorized Signature

               

              ________________________________________________________

              Name
                and Official Capacity or Title of signatory if not Subscriber

              (please
                print)

               

               

              ________________________________________________________

              Subscriber’s
                Residential Address

               

              ________________________________________________________

              City/Town                                 Province 
                    
                                       Postal
                Code

               

              _________________________         ___________________________

              Telephone
                Number                                  
                                            Fax
                Number

               

              ________________________________________________________

              e-mail
                address

               

               

              The
                Subscriber owns, directly or indirectly, the following securities
                (including

              options)
                of
                the Corporation: ________________________

              The
                Subscriber isr
                or is not
                r
                an
                insider of the Corporation; or

              The
                Subscriber isr
                or is not
                r
                a
                member of the pro group of the Corporation

              [Please
                check the applicable box(s)]

            	 	
               

              Number
                of Common Shares :____________________

               

              Aggregate
                Subscription
                Price:  $_______________________ 

              
                

              

              If
                the Subscriber is signing as agent for a principal, unless it is
                deemed to
                be purchasing as principal under NI 45-106, complete the following
                and ensure that the applicable Schedule(s) are completed on behalf
                of such
                principal:

               

               

              ________________________________________________________

              Name
                of Principal

               

              ________________________________________________________

              Principal’s
                Residential  Address

               

              ________________________________________________________

              City/Town                                 Province       
                                      Postal
                Code

               

              ________________________________________________________

              Principal’s
                Telephone Number

               

              ________________________________________________________

              Principal’s
                e-mail address

               

              Tax
                Account Number

            
	
              Register
                the Common Shares as above o ,
                or as set forth below:

               

              ________________________________________________________

              Name

               

              ________________________________________________________

              Account
                reference, if applicable

               

              ________________________________________________________

              Address

               

              ________________________________________________________

              City/Town                                   Province                      
                      Postal Code

               

            	 	
              Certificates
                for Common Shares will be delivered to the registered shareholder
                unless
                delivery is otherwise specified as set forth below:

               

              ________________________________________________________

              Account
                reference, if applicable

               

              ________________________________________________________

              Contact
                Name and Telephone Number

               

              ________________________________________________________

              Address

               

              ________________________________________________________

              City/Town                                 Province       
                                      Postal
                Code

               

            


    

     

    
      ACCEPTANCE:  The
        Corporation hereby accepts the subscription as set forth above on the terms
        and
        conditions contained in this Subscription Agreement and the Corporation
        represents and warrants to the Subscriber that the representations and
        warranties made by the Corporation to the Agent  in the Agency
        Agreement (as defined herein) are true and correct in all material respects
        as
        of the Closing Date (as defined herein) (save and except as may be waived
        by the
        Agent) and that the Subscriber is entitled to rely thereon and on the terms,
        conditions and covenants contained in the Agency Agreement as if the Subscriber
        were a party thereto.

       

      
        	
                DATED
                  this _____ day of ___________________, 2007

                 

                KODIAK
                  ENERGY, INC.

              	
                Subscription
                  No:

              
	
                 

                Per:
                  __________________________________________

              	 


      

       

      This
        is
        the first page of an agreement comprised of 14 pages (not including Schedules
        A,
        B and C).

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                2

              	
                Canada
                  - BC, AB, ON, QB

              


      

      


       

      TERMS
        AND CONDITIONS OF SUBSCRIPTION FOR COMMON SHARES OF

      KODIAK
        ENERGY, INC.

       

      
        	
                1.

              	
                Terms
                  of the Offering.  The Subscriber (on its own behalf
                  and, if applicable, on behalf of each person on whose behalf the
                  Subscriber is contracting) acknowledges
                  that:

              


      

       

      
        	
                 

              	
                (a)

              	
                this
                  subscription is subject to rejection or allotment by the Corporation
                  in
                  whole or in part at any time and in accordance with applicable
                  Securities
                  Laws (as defined herein);

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  Common Shares subscribed for by it hereunder form part of a larger
                  issuance and sale by the Corporation of up to US$9,000,000 of common
                  shares of the Corporation consisting of Common Shares at a subscription
                  price of US$2.50 per Common Share and common shares in the capital
                  of the
                  Corporation to be issued on a “flow-through basis” at a subscription price
                  of US$3.00 per share (the “Flow-Through Shares”, together
                  the “Offering”);

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  Offering is not subject to any minimum subscription level, and
                  therefore,
                  any funds invested under this Subscription Agreement are available
                  to the
                  Corporation and will be paid on the Closing Date to the Corporation,
                  and
                  need not be refunded to the Subscriber unless the Closing Date
                  does not
                  occur by such date as may be agreed to by the Corporation and the
                  Agent;

              


      

       

      
        	
                 

              	
                (d)

              	
                if
                  the Closing Date does not occur on or before November 30, 2007,
                  or such
                  other date as may be agreed to by the Corporation and the Agent,
                  or in the
                  event that the Corporation rejects the Subscription Agreement,
                  the
                  subscription proceeds will be promptly returned to the Subscriber,
                  without
                  interest or deduction;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  Corporation has also granted the Agent an option (the
                  “Over-Allotment Option”), exercisable at any time up to
                  and including the closing of the Offering to increase the size
                  of the
                  Offering by up to 1,200,000 Common Shares at a
                  subscription price of US$2.50 per Common
                  Share;

              


      

       

      
        	
                 

              	
                (f)

              	
                the
                  Corporation and Agent have entered into, or will enter into prior
                  to the
                  Closing Date, an agreement (the “Agency Agreement”)
                  whereby the Agent, in connection with the Offering will receive
                  from the
                  Corporation a commission equal to 8% of the gross proceeds of the
                  Offering,  (including any gross proceeds of the Over-Allotment
                  Option) and options exercisable at any time up to 18 months following
                  the
                  closing of the Offering to purchase Common Shares in an amount
                  equal to 8%
                  of the Offering (including the Over-Allotment Option) at the same
                  prices
                  and in the same proportions as the Common Shares and Flow-Through
                  Shares
                  issued pursuant to the Offering (including the Over-Allotment
                  Option);

              


      

       

      
        	
                 

              	
                (g)

              	
                in
                  the event that the Offering closes but the Common Shares are not
                  listed
                  for trading on the Toronto Stock Exchange or the TSX Venture Exchange
                  by
                  December 29, 2007, the Corporation shall pay an interest penalty
                  to the
                  Subscriber in the amount of 2% of the Subscription Amount per month
                  thereafter on a pro rata basis, pursuant to the terms to be agreed
                  upon in
                  the Agency Agreement; and

              


      

       

      
        	
                 

              	
                (h)

              	
                the
                  Corporation is a company incorporated under the laws of the State
                  of
                  Delaware, and because the Corporation is located outside of Canada,
                  it may
                  not be possible for you to effect service of process on them within
                  Canada
                  or to enforce against them, in Canada, judgements obtained in Canadian
                  courts; further, it may not be possible to enforce judgments of
                  Canadian
                  courts against the Corporation in the United
                  States.

              


      

       

      
        	
                2.

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

              


      

       

      
        	
                 

              	
                (a)

              	
                “Accredited
                  Investor Status Certificate” means the Accredited Investor Status
                  Certificate in the form attached hereto as Schedule A which is
                  required to be completed by a Subscriber who is purchasing securities
                  as
                  an “accredited investor” pursuant to
                  NI 45-106;

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                3

              	
                Canada
                  - BC, AB, ON, QB

              


      

      


       

      
        	
                 

              	
                (b)

              	
                “affiliate”,
                  “distribution” and “insider” have the
                  respective meanings ascribed to them in the Securities Act
                  (Alberta);

              


      

       

      
        	
                 

              	
                (c)

              	
                “Closing”
                  means the completion of the issue and sale by the Corporation and
                  the
                  purchase by the Subscribers of the Common Shares pursuant to the
                  subscription agreements, in the form of this Subscription Agreement
                  or the
                  subscription agreement for Flow-Through Shares, completed by
                  Subscribers;

              


      

       

      
        	
                 

              	
                (d)

              	
                “Closing
                  Date” means October 29, 2007 or such other date as the
                  Corporation and Agent may
                  determine;

              


      

       

      
        	
                 

              	
                (e)

              	
                “Closing
                  Time” means 8:00 a.m. (Calgary time) on the Closing Date or
                  such
                  other time as the Corporation and Agent may
                  determine;

              


      

       

      
        	
                 

              	
                (f)

              	
                “Designated
                  Provinces” means British Columbia, Alberta, Ontario and Quebec
                  and such other provinces that may be designated by the Corporation
                  and
                  Agent prior to the Closing Date;

              


      

       

      
        	
                 

              	
                (g)

              	
                “founder”
                  means, in respect of the Corporation, a person
                  who:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (h)

              	
                “material”
                  means material in relation to the Corporation and its subsidiaries
                  considered on a consolidated basis;

              


      

       

      
        	
                 

              	
                (i)

              	
                “Offering”
                  has the meaning given thereto in section
                  1;

              


      

       

      
        	
                 

              	
                (j)

              	
                “NI 45-106”
                  means National Instrument 45-106 Prospectus and Registration
                  Exemptions;

              


      

       

      
        	
                 

              	
                (k)

              	
                “person”
                  includes:

              


      

       

      
        	
                 

              	
                (i)

              	
                an
                  individual;

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  corporation;

              


      

       

      
        	
                 

              	
                (iii)

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

              


      

       

      
        	
                 

              	
                (iv)

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

              


      

       

      
        	
                 

              	
                (l)

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

              


      

       

      
        	
                 

              	
                (m)

              	
                “Securities
                  Laws” means collectively, the applicable securities laws of
                  each of the Designated Provinces and the respective instruments,
                  regulations and rules made and forms prescribed thereunder together
                  with
                  all applicable published policy statements, blanket orders, rulings
                  and
                  notices of the Securities
                  Commissions;

              


      

       

      
        	
                 

              	
                (n)

              	
                “Shares”
                  means Common Shares and Flow-Through Shares issued pursuant to
                  the
                  Offering;

              


      

       

      
        	
                 

              	
                (o)

              	
                “spouse”
                  means an individual who:

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	 	
                  4

                	
                  Canada
                    - BC, AB, ON, QB

                


        

        
 

      

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (iii)

              	
                in
                  Alberta, is an individual referred to in paragraph (i) or (ii), or is
                  an adult interdependent partner within the meaning of the Adult
                  Interdependent Relationships Act
                  (Alberta);

              


      

       

      
        	
                 

              	
                (p)

              	
                “Subscribers”
                  means all subscribers for the Shares pursuant to the Offering,
                  including
                  the Subscriber; and

              


      

       

      
        	
                 

              	
                (q)

              	
                “U.S.
                  Securities Act” means the United States Securities Act of
                  1933.

              


      

       

      
        	
                3.

              	
                Delivery
                  and Payment.  The Subscriber agrees that the following
                  documents shall be delivered to Research Capital Corporation, 199
                  Bay
                  Street, Suite 4500, Commerce Court West, Box 368, Toronto, Ontario
                  M5L
                  1G2, Attention:  P. Gage Jull, not later than 5:00 p.m. (Toronto
                  time) on the day that is 2 business days prior to the Closing Date
                  or such
                  other date or place as the Corporation may
                  advise:

              


      

       

      
        	
                 

              	
                (a)

              	
                a
                  completed and duly signed copy of this Subscription
                  Agreement;

              


      

       

      
        	
                 

              	
                (b)

              	
                if
                  the Subscriber is purchasing Common Shares as an “accredited investor” (as
                  such term is defined in NI 45-106), a completed and duly signed copy
                  of the NI 45-106 Accredited Investor Status Certificate attached
                  hereto as Schedule A;

              


      

       

      
        	
                 

              	
                (c)

              	
                if
                  the Subscriber is purchasing Common Shares as a close friend or
                  business
                  associate pursuant to section 6(g)(ii), a completed and duly signed
                  copy
                  of the close personal friend/close business associate questionnaire
                  attached hereto as Schedule B;

              


      

       

      
        	
                 

              	
                (d)

              	
                if
                  the Subscriber is a corporation, a completed and duly signed copy
                  of Form
                  4C, Corporate Placee Registration Form attached hereto as Schedule
                  C;

              


      

       

      
        	
                 

              	
                (e)

              	
                any
                  other documents required by applicable Securities Laws which the
                  Corporation or Agent requests; and

              


      

       

      
        	
                 

              	
                (f)

              	
                a
                  certified cheque or bank draft made payable in same day freely
                  transferable Canadian funds at par in Calgary, Alberta to “Research
                  Capital Corporation” representing the aggregate Subscription Amount
                  payable by the Subscriber for the Common Shares, or such other
                  method of
                  payment as the Agent may accept.

              


      

       

      The
        Subscriber acknowledges and agrees that documents referred to in subsections
        3(b), (c), (d) and (e), 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 Corporation.  The Subscriber
        consents to the filing of such documents as may be required to be filed with
        the
        applicable securities regulatory authorities in connection with the transactions
        contemplated hereby.  The Subscriber acknowledges and agrees that this
        subscription, the Subscription Amount and any other documents delivered in
        connection herewith will be held by the Agent until Closing.

       

      
        	
                4.

              	
                Closing.  The
                  transactions contemplated hereby will be completed at the Closing
                  Time at
                  the offices of Borden Ladner Gervais LLP in Calgary, Alberta and
                  the
                  Subscriber agrees and acknowledges as
                  follows:

              


      

       

      
        	
                 

              	
                (a)

              	
                at
                  the Closing Time, subject to the terms and conditions of the Agency
                  Agreement, the Agent shall deliver to the Corporation all completed
                  subscription agreements, including this Subscription Agreement,
                  and the
                  aggregate Subscription Amount against delivery by the Corporation
                  of the
                  certificates representing the Common Shares and such other documentation
                  as may be required, and

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	 	
                  5

                	
                  Canada
                    - BC, AB, ON, QB

                


        

         

      

       

      
        	
                 

              	
                (b)

              	
                the
                  Agent is hereby irrevocably appointed to act in its sole and absolute
                  discretion as the Subscriber’s agent to represent the Subscriber at the
                  Closing for the purpose of all closing matters and deliveries of
                  documents
                  and receipt of certificates representing the Common
                  Shares.  Without limiting the generality of the foregoing, the
                  Agent is irrevocably authorized, in its sole and absolute discretion:
                  (i)
                  to complete or correct manifest errors or omissions in the information
                  provided by the Subscriber in this Subscription Agreement and any
                  other
                  forms or documents delivered by the Subscriber in connection with
                  the
                  transactions contemplated hereby, if any; (ii) to receive on its
                  behalf
                  certificates representing the Common Shares purchased under this
                  Subscription Agreement (iii)  to act as its representative at
                  the closing and to execute in its name and on its behalf all closing
                  receipts and documents required; (iv) to approve any opinions,
                  certificates or other documents addressed to the Subscriber; (v) to
                  waive, in whole or in part, any representations, warranties, covenants
                  or
                  conditions for the benefit of the Subscriber and contained in the
                  Agency
                  Agreement; (vi) to register or permit the registration of the Common
                  Shares purchased hereunder by way of one or more certificates registered
                  in the name of the Agent and/or in the name of each subscriber
                  to the
                  offering of Common Shares and/or in the name of such other nominee
                  or
                  nominees as the Corporation and the Agent may agree; and (vii)
                  to exercise
                  any rights of termination contained in the Agency
                  Agreement.

              


      

       

      
        	
                5.

              	
                Representations,
                  Warranties and Covenants of the Corporation Regarding the Common
                  Shares.  By accepting this Subscription Agreement, the
                  Corporation represents, warrants and covenants to the Subscriber
                  that the
                  Common Shares do not constitute “United States real property interests”
                  within the meaning of the Internal Revenue Code of the United
                  States.

              


      

       

      
        	
                6.

              	
                Subscriber’s
                  Representations, Warranties, Covenants &
                  Acknowledgments.  The Subscriber (on its own behalf
                  and, if applicable, on behalf of each person on whose behalf the
                  Subscriber is contracting) represents, warrants, covenants and
                  acknowledges to the Corporation and the Agent (and acknowledges
                  that the
                  Corporation and the Agent and respective counsel are relying thereon),
                  that both at the date hereof and at the Closing
                  Time:

              


      

       

      
        	
                 

              	
                (a)

              	
                Authorization
                  and Effectiveness.  If the Subscriber is an
                  individual, it is of the full age of majority and has all requisite
                  legal
                  capacity and competence to execute and deliver this Subscription
                  Agreement
                  and to observe and perform its covenants and obligations hereunder,
                  or if
                  the Subscriber is a corporation, the Subscriber is a valid and
                  subsisting
                  corporation, has the necessary corporate capacity and authority
                  to execute
                  and deliver this Subscription Agreement and to observe and perform
                  its
                  covenants and obligations hereunder and has taken all necessary
                  corporate
                  action in respect thereof or, if the Subscriber is a partnership,
                  syndicate or other form of unincorporated organization, the Subscriber
                  has
                  the necessary legal capacity and authority to execute and deliver
                  this
                  Subscription Agreement and to observe and perform its covenants
                  and
                  obligations hereunder and has obtained all necessary approvals
                  in respect
                  thereof, and, if the Subscriber is subscribing for Common Shares
                  hereunder
                  as agent for a principal, it is duly authorized to execute and
                  deliver
                  this Subscription Agreement and all other necessary documentation
                  in
                  connection with such subscription on behalf of such principal and,
                  in any
                  case, upon acceptance by the Corporation, this Subscription Agreement
                  has
                  been duly and validly authorized, executed and delivered by the
                  Subscriber
                  and constitutes a legal, valid and binding contract of the Subscriber
                  (and
                  any beneficial purchaser whom the Subscriber is subscribing on
                  behalf of)
                  enforceable against the Subscriber (and any beneficial purchaser
                  whom the
                  Subscriber is subscribing on behalf of) in accordance with its
                  terms and
                  will not result in a violation of any of the Subscriber’s applicable
                  constating documents, any of the terms or provisions of any law
                  applicable
                  to the Subscriber or any agreement to which the Subscriber is a
                  party or
                  by which it is bound;

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                6

              	
                Canada
                  - BC, AB, ON, QB

              


      

       

       

      
        	
                 

              	
                (b)

              	
                Residence.  The
                  Subscriber is a resident of the jurisdiction referred to under
                  “Subscriber’s Particulars” on page 1
                  hereof;

              


      

       

      
        	
                 

              	
                (c)

              	
                No
                  Offering Memorandum.  The Subscriber has not
                  received, nor has it requested, nor does it have any need to receive,
                  any
                  offering memorandum, or any other document (other than financial
                  statements, interim financial statements or any other document,
                  the
                  content of which is prescribed by statute or regulation) describing
                  the
                  business and affairs of the Corporation which has been prepared
                  for
                  delivery to, and review by, prospective subscribers in order to
                  assist it
                  in making an investment decision in connection with this Offering
                  and it
                  has not become aware of any advertisement in printed media of general
                  and
                  regular paid circulation (or other printed public media) or on
                  radio,
                  television or telecommunications or other form of advertisement
                  (including
                  electronic display such as the Internet) with respect to the distribution
                  of the Common Shares;

              


      

       

      
        	
                 

              	
                (d)

              	
                Purchasing
                  as Principal.  Except as provided in
                  subsection 6(f) hereof, the Subscriber is purchasing the Common
                  Shares as principal (as defined in all applicable Securities Laws)
                  for its
                  own account, and not for the benefit of any other
                  person;

              


      

       

      
        	
                 

              	
                (e)

              	
                Purchasing
                  for Investment Only.  Except as provided in
                  subsection 6(f) hereof, the Subscriber is purchasing the Subscriber’s
                  Common Shares for investment only and not with a view to resale
                  or
                  distribution.  The Subscriber is aware that no prospectus has
                  been filed with any of the Securities Commissions or similar regulatory
                  authority in connection with the sale of the Common Shares, and
                  it is
                  purchasing the Common Shares pursuant to an exemption from the
                  prospectus
                  requirement or similar requirement under applicable Securities
                  Laws and,
                  as a consequence: (i) it is restricted from using most of the civil
                  remedies available under Securities Laws; (ii) it may not receive
                  information that would otherwise be required to be provided to
                  it under
                  Securities Laws; and (iii) the Corporation is relieved of certain
                  obligations that would otherwise apply under Securities
                  Laws;

              


      

       

      
        	
                 

              	
                (f)

              	
                Purchasing
                  as Agent or Trustee.  In the case of the purchase
                  hereunder by the Subscriber of Common Shares as agent or trustee
                  for any
                  principal whose identity is disclosed or undisclosed or identified
                  by
                  account number only, each beneficial purchaser of the Common Shares
                  hereunder is purchasing the Common Shares as principal for its
                  own
                  account, and not for the benefit of any other person, for investment
                  only
                  and not with a view to resale or distribution, is a resident of
                  the
                  jurisdiction as set out under “Subscriber’s Particulars” on page 1
                  hereof, and the Subscriber has due and proper authority to act
                  as agent or
                  trustee for and on behalf of such beneficial purchaser in connection
                  with
                  the transactions contemplated hereby, and this Subscription Agreement
                  has
                  been duly authorized, executed and delivered by or on behalf of,
                  and
                  constitutes a legal, valid and binding agreement of, such beneficial
                  purchaser, and:

              


      

       

      
        	
                 

              	
                (i)

              	
                it
                  is an “accredited investor” as defined in paragraph (p) or (q) of the
                  definition of “accredited investor” in NI 45-106 provided, however
                  that it is not a trust company or trust corporation registered
                  under the
                  laws of Prince Edward Island that is not registered under the Trust
                  and Loan Companies Act (Canada) or under comparable legislation in
                  another jurisdiction of Canada and has concurrently executed and
                  delivered
                  the Accredited Investor Status Certificate in the form attached
                  hereto as
                  Schedule A and has initialled indicating that the Subscriber
                  satisfies the category of “accredited investor” set forth in
                  paragraph (p) or (q) thereof;
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Subscriber is acting as agent for one or more disclosed principals,
                  each
                  of which principal is purchasing as a principal for its own account,
                  not
                  for the benefit of any other person, and not with a view to the
                  resale or
                  distribution of all or any of the Common Shares, and each of which
                  principals complies with subsection 6(g)
                  below;

              


      

       

      
        	
                 

              	
                (g)

              	
                Subscriber
                  Has Benefit of Statutory Exemptions.  Unless the
                  Subscriber complies with the provisions of subsection 6(f) hereof,
                  the Subscriber fully complies with one of the criteria set forth
                  below:

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                7

              	
                Canada
                  - BC, AB, ON, QB

              


      

      


       

      [MARK
        BELOW THE CATEGORY WHICH DESCRIBES YOU]

       

      
        	
                 

              	
                (i)        
                  r

              	
                it
                  is a resident of a Designated Province and is an “accredited investor” as
                  such term is defined in NI 45-106 and specifically represents and
                  warrants that one or more of the categories set forth in the Accredited
                  Investor Status Certificate correctly, and in all respects, describes
                  the
                  Subscriber and the Subscriber has so indicated by marking the box
                  next to
                  the category which so describes it and executing and delivering
                  a copy of
                  the Accredited Investor Status Certificate attached hereto as
                  Schedule A with this Subscription Agreement and if the Subscriber is
                  purchasing Common Shares as an “accredited investor” as defined in
                  paragraph (m) of the definition of “accredited investor” in
                  NI 45-106 it is not a person created or used solely to purchase or
                  hold securities as an “accredited investor”;
                  or

              


      

       

      
        	
                 

              	
                (ii)       
                  r

              	
                it
                  is a resident of British Columbia or Alberta and in the case of
                  subclauses
                  D, E and F, and if applicable H or I, it has completed and duly
                  executed
                  Schedule B, and it is:

              


      

       

      [CIRCLE
        THE APPROPRIATE SUBCLAUSE A - I]

       

      
        	
                 

              	
                A.

              	
                a
                  “director”, “executive officer” or “control person” (as such terms are
                  defined in NI 45-106 and reproduced in Schedule A to this
                  Subscription Agreement) of the Corporation or of an affiliate of
                  the
                  Corporation; or

              


      

       

      
        	
                 

              	
                B.

              	
                a
                  spouse, parent, grandparent, brother, sister or child of any person
                  referred to in subclause A above;
                  or

              


      

       

      
        	
                 

              	
                C.

              	
                a
                  parent, grandparent, brother, sister or child of the spouse of
                  any person
                  referred to in subclause A above;
                  or

              


      

       

      
        	
                 

              	
                D.

              	
                a
                  “close personal friend” (within the meaning thereof as set out in
                  Companion Policy 45-106CP to NI 45-106) of any person referred to in
                  subclause A above and; or

              


      

       

      
        	
                 

              	
                E.

              	
                a
                  “close business associate” (within the meaning thereof as set out in
                  Companion Policy 45-106CP to NI 45-106) of any person referred to in
                  subclause A above; or

              


      

       

      
        	
                 

              	
                F.

              	
                a
                  “founder” (as such term is defined in NI 45-106 and reproduced in Schedule
                  A to this Subscription Agreement) of the Corporation or a spouse,
                  parent,
                  grandparent, brother, sister, child, close personal friend or close
                  business associate of a founder of the Corporation;
                  or

              


      

       

      
        	
                 

              	
                G.

              	
                a
                  parent, grandparent, brother, sister or child of the spouse of
                  a founder
                  of the Corporation; or

              


      

       

      
        	
                 

              	
                H.

              	
                a
                  person or company of which a majority of the voting securities
                  are
                  beneficially owned by, or a majority of the directors are, persons
                  referred to in subclauses A to G above;
                  or

              


      

       

      
        	
                 

              	
                I.

              	
                a
                  trust or estate of which all of the beneficiaries or a majority
                  of the
                  trustees are persons described in subclauses A to G above;
                  or

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              8

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      (Note:  for
        the purposes of subparagraphs (D) and (F) above, a person is not a” close
        personal friend” solely because the individual is a relative or a member of the
        same organization, association or religious group or because the individual
        is a
        client, customer or former client or customer, nor is an individual a close
        personal friend as a result of being a close personal friend of a close personal
        friend of one of the listed individuals above, rather the relationship must
        be
        direct.  A close personal friend is one who knows the director,
        executive officer, founder or control person well enough and has known them
        for
        a sufficient period of time to be in a position to assess their capabilities
        and
        trustworthiness.  Further, for the purposes of subparagraphs (E)
        and (F) above, a person is not a "close business associate" if the person
        is a
        casual business associate or a person introduced or solicited for purposes
        of
        purchasing securities nor is the individual a close business associate solely
        because the individual is a client, customer, former client or customer,
        nor is
        the individual a close business associate if they are a close business associate
        of a close business associate of one of the listed individuals above, rather
        the
        relationship must be direct.  A close business associate is an
        individual who had sufficient prior dealings with the director, executive
        officer, founder or control person to be in a position to assess their
        capabilities and trustworthiness.)

       

      
        	
                 

              	
                (iii)       
                  r

              	
                it
                  is a resident of Ontario and it has purchased the Common Shares
                  as
                  principal and it is:

              


      

       

      [CIRCLE
        THE APPROPRIATE SUBCLAUSE A - D]

       

      
        	
                 

              	
                A.

              	
                a
                  founder of the Corporation;

              


      

       

      
        	
                 

              	
                B.

              	
                an
                  affiliate of a founder of the
                  Corporation;

              


      

       

      
        	
                 

              	
                C.

              	
                a
                  spouse, parent, brother, sister, grandparent or child of an executive
                  officer, director or founder of the Corporation;
                  or

              


      

       

      
        	
                 

              	
                D.

              	
                a
                  person that is a control person of the Corporation;
                  or

              


      

       

      
        	
                 

              	
                (iv)      
                  r

              	
                it
                  is purchasing the Common Shares as principal and is purchasing
                  a
                  sufficient number of Common Shares such that the aggregate acquisition
                  cost to the Subscriber is not less than $150,000, paid in cash
                  at the time
                  of the trade; provided however that the Subscriber has not been
                  created or
                  used solely to purchase or hold securities in reliance on this
                  exemption;
                  or

              


      

       

      
        	
                 

              	
                (v)       
                  r

              	
                it
                  is an “employee”, “executive officer”, “director” or “consultant” (as such
                  terms (other than employee) are defined in NI 45-106 and reproduced
                  in Appendix A to this Subscription Agreement) of the Corporation
                  or a
                  related entity of the Corporation or a permitted assign (as defined
                  in Ni
                  45-106) of such person and its participation in the trade is voluntary,
                  meaning it is not induced to participate in the trade by expectation
                  of
                  employment or continued employment with the Corporation or a related
                  entity of the Corporation; or

              


      

       

      
        	
                 

              	
                (vi)      
                  r

              	
                it
                  is a resident of a jurisdiction referred to in the preceding paragraphs
                  but it is not purchasing thereunder, and instead is purchasing
                  pursuant to
                  a statutory exemption or an exemption order permitting such purchase,
                  which exemption or order has the effect of eliminating any requirement
                  for
                  a prospectus or similar disclosure document in respect of the purchase
                  of
                  Common Shares by the Subscriber, the details of which are disclosed
                  to the
                  Corporation to its satisfaction;

              


      

       

      
        	
                 

              	
                (h)

              	
                Residents
                  of Other Jurisdictions.  If the Subscriber is a
                  resident of any jurisdiction not referred to in subsection 6(g) it
                  complies with all requirements under applicable securities legislation
                  and
                  shall deliver to the Corporation such particulars of the exemption(s)
                  and
                  the Subscriber’s qualifications thereunder as the Corporation may
                  reasonably request and it acknowledges
                  that:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              9

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (iii)

              	
                there
                  are risks associated with the purchase of the Common Shares;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                there
                  are restrictions on the Subscriber’s (and if applicable, each beneficial
                  purchaser for whom the Subscriber is contracting hereunder) ability
                  to
                  resell the Common Shares and it is the responsibility of the Subscriber
                  (and if applicable, each beneficial purchaser for whom the Subscriber
                  is
                  contracting hereunder) to find out what those restrictions are
                  and to
                  comply with them before selling the Common Shares;
                  and

              


      

       

      
        	
                 

              	
                (v)

              	
                the
                  Corporation has advised the Subscriber that the Corporation is
                  relying on
                  exemptions from the requirements to provide the Subscriber with
                  a
                  prospectus under the applicable securities legislation of the province
                  or
                  territory in which the Subscriber is resident, and, as a consequence
                  of
                  acquiring Common Shares pursuant to these exemptions, certain protections,
                  rights and remedies provided by the applicable securities legislation
                  of
                  the province or territory in which the Subscriber is resident,
                  including
                  statutory or contractual rights of rescission or damages, will
                  not be
                  available to the Subscriber; and

              


      

       

      
        	
                 

              	
                (i)

              	
                No
                  Undisclosed Information.  The Subscriber’s Common
                  Shares are not being purchased by the Subscriber as a result of
                  any
                  material information concerning the Corporation that has not been
                  publicly
                  disclosed and the Subscriber’s decision to enter into this Subscription
                  Agreement and acquire the Subscriber’s Common Shares has not been made as
                  a result of any oral or written representation as to fact or otherwise
                  made by or on behalf of the Corporation or any other person and
                  is based
                  entirely upon currently available public information concerning
                  the
                  Corporation;

              


      

       

      
        	
                 

              	
                (j)

              	
                Investment
                  Suitability.  The Subscriber and any beneficial
                  purchaser referred to in subsection 6(f) hereof has such knowledge
                  and experience in financial and business affairs as to be capable
                  of
                  evaluating the merits and risks of the investment hereunder in
                  the Common
                  Shares and is able to bear the economic risk of loss of such
                  investment;

              


      

       

      
        	
                 

              	
                (k)

              	
                Subscription
                  Funds.  The Subscriber represents and warrants that
                  the funds representing the Subscription Amount which will be advanced
                  by
                  the Subscriber to the Corporation hereunder will not represent
                  proceeds of
                  crime for the purposes of the Proceeds of Crime (Money Laundering) and
                  Terrorist Financing Act (Canada) (the “PCMLTFA”) and
                  the Subscriber acknowledges that the Corporation 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.  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 laws
                  of Canada,
                  the United States of America, 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) it shall promptly notify the Corporation
                  if the Subscriber discovers that any of such representations ceases
                  to be
                  true and provide the Corporation with appropriate information in
                  connection therewith; and

              


      

       

      
        	
                 

              	
                (l)

              	
                Further
                  Acknowledgments.  The Subscriber acknowledges
                  that:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

              	
                there
                  is no government or other insurance covering the Common
                  Shares;

              


      

       

      
        	
                 

              	
                (iii)

              	
                there
                  are risks associated with the purchase of the Common
                  Shares;

              


      

       

      
        	
                 

              	
                (iv)

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

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              10

            	
              Canada
                - BC, AB, ON, QB

            


       

       

      
        	
                 

              	
                (v)

              	
                all
                  certificates representing Common Shares held by the Subscriber
                  will have a
                  legend affixed thereto which describes certain resale restrictions
                  applicable under Securities Laws applicable in the Designated Provinces
                  and, if applicable, the United
                  States;

              


      

       

      
        	
                 

              	
                (vi)

              	
                except
                  for this Subscription Agreement and the Agency Agreement including
                  the
                  representations and warranties made by the Corporation therein,
                  it has
                  relied solely upon publicly available information relating to the
                  Corporation and not upon any verbal or written representation as
                  to fact
                  or otherwise made by or on behalf of the Corporation or the Agent,
                  such
                  publicly available information having been delivered to the Subscriber
                  without independent investigation or verification by the Agent,
                  and agrees
                  that the Agent and Agent’s counsel assume no responsibility or liability
                  of any nature whatsoever for the accuracy, adequacy or completeness
                  of the
                  publicly available information or as to whether all information
                  concerning
                  the Corporation required to be disclosed by the Corporation has
                  been
                  generally disclosed and acknowledges that the Corporation’s counsel and
                  the Agent’s counsel are acting as counsel to the Corporation and the
                  Agent, respectively, and not as counsel to the
                  Subscriber.

              


      

       

      The
        Subscriber acknowledges and agrees that the foregoing representations,
        warranties and acknowledgments are made by it with the intention that they
        may
        be relied upon in determining its eligibility or (if applicable) the eligibility
        of others on whose behalf it is contracting hereunder to purchase the Common
        Shares under applicable Securities Laws.  The Subscriber further
        agrees that acceptance of delivery of certificates for the Common Shares
        by or
        on behalf of the Subscriber on the Closing Date, it shall be representing
        and
        warranting that the foregoing representations and warranties are true and
        correct as at the Closing Time with the same force and effect as if they
        had
        been made by the Subscriber at the Closing Time and that they shall survive
        the
        purchase by the Subscriber of the Common Shares and shall continue in full
        force
        and effect notwithstanding any subsequent disposition by the Subscriber of
        the
        Common Shares. The Subscriber undertakes to notify the Agent immediately
        of any
        change in any representation, warranty or other information relating to the
        Subscriber set forth herein which takes place prior to the Closing
        Time.

       

      
        	
                7.

              	
                U.S.
                  Matters.  The
                  Subscriber:

              


      

       

      
        	
                 

              	
                (a)

              	
                No
                  U.S. Registration.  The Subscriber is aware that the
                  Common Shares have not been registered and will not be registered
                  under
                  the U.S. Securities Act or the securities laws of any state and
                  that these
                  securities may not be offered or sold in the United States without
                  registration under the U.S. Securities Act or compliance with requirements
                  of an exemption from registration;

              


      

       

      
        	
                 

              	
                (b)

              	
                No
                  Sale in the U.S.  The Subscriber acknowledges the
                  Common Shares have not been offered to the Subscriber in the United
                  States, and the individuals making the order to purchase the Common
                  Shares
                  or executing and delivering this Subscription Agreement on behalf
                  of the
                  Subscriber were not in the United States when the order was placed
                  and
                  this Subscription Agreement was executed and
                  delivered;

              


      

       

      
        	
                 

              	
                (c)

              	
                Not
                  a U.S. Person.  The Subscriber is not a “U.S. Person”
                  (as defined in Regulation S under 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, respectively, is a U.S. Person and any partnership
                  or
                  corporation organized or incorporated under the laws of the United
                  States)
                  and is not purchasing the Common Shares on behalf of, or for the
                  account
                  or benefit of, a person in the United States or a U.S.
                  Person;

              


      

       

      
        	
                 

              	
                (d)

              	
                Will
                  Not Sell in U.S.  The Subscriber undertakes and agrees
                  that it will not offer or sell the Common Shares in the United
                  States
                  unless such securities are registered under the U.S. Securities
                  Act and
                  the securities laws of all applicable states of the United States
                  or an
                  exemption from such registration requirements is available, and
                  further
                  that it will not resell the Common Shares except in accordance
                  with the
                  provisions of applicable securities
                  laws;

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              11

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      
        	
                 

              	
                (e)

              	
                Reliance
                  on Exemptions.  The Subscriber acknowledges that the
                  Offering has not been reviewed by the United States Securities
                  and
                  Exchange Commission (the “SEC”) or any state agency
                  because it is intended to be an offshore transaction pursuant to
                  Regulation S (“Regulation S”) as promulgated by the SEC
                  under the U.S. Securities Act, as amended.  The Subscriber
                  understands that the Corporation is relying in part upon the truth
                  and
                  accuracy of, and the Subscriber’s compliance with the representations,
                  warranties, agreements, acknowledgments and understandings of the
                  Subscriber set forth herein in order to determine the availability
                  of such
                  exemptions and the eligibility of the Subscriber to acquire the
                  Common
                  Shares;

              


      

       

      
        	
                 

              	
                (f)

              	
                Offshore
                  Transaction.  The Subscriber agrees that it is
                  acquiring the Common Shares in an offshore transaction pursuant
                  to
                  Regulation S, promulgated under the U.S. Securities Act, and hereby
                  represents to the Corporation as
                  follows:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Subscriber is outside the United States when receiving and executing
                  this
                  Subscription Agreement; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Subscriber has not acquired the Common Shares 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
                  Common 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 resale of
                  the Common
                  Shares; provided, however, that the Subscriber may sell or otherwise
                  dispose of the Common Shares pursuant to registration of the Common
                  Shares
                  under the U.S. Securities Act and any applicable state and provincial
                  securities laws or under an exemption from such registration requirements
                  and as otherwise provided herein;

              


      

       

      
        	
                 

              	
                (g)

              	
                Compliance
                  with U.S. Securities Laws.  The Subscriber agrees that
                  the Corporation will refuse to register any transfer of the Common
                  Shares
                  not made in accordance with the provisions of Regulation S, pursuant
                  to an
                  effective registration statement under the U.S. Securities Act,
                  or
                  pursuant to an available exemption from the registration requirements
                  of
                  the U.S. Securities Act and in accordance with applicable state
                  and
                  provincial securities laws;

              


      

       

      
        	
                 

              	
                (h)

              	
                Distribution
                  Compliance Period.  The Subscriber understands and
                  agrees that offers and sales of any of the Common Shares prior
                  to the
                  expiration of a period of two years after the date of transfer
                  of the
                  Common Shares under this Subscription Agreement (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 U.S. Securities Act or an exemption
                  therefrom, and that all offers and sales after the Distribution
                  Compliance
                  Period shall be made only in compliance with the registration provisions
                  of the U.S. Securities Act or an exemption therefrom, and in each
                  case
                  only in accordance with all applicable securities laws;
                  and

              


      

       

      
        	
                 

              	
                (i)

              	
                Legends.  The
                  Subscriber understands that the certificates representing the Common
                  Shares, until such time as they have been registered under the
                  U.S.
                  Securities Act may have a distinct CUSIP number from other Common
                  Shares
                  of the Corporation and shall bear a restrictive legend in substantially
                  the following form (and a stop-transfer order may be placed against
                  transfer of such certificates or other
                  instruments):

              


      

       

      THESE
        SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
        U.S.
        PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
        SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
        1933
        ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
        BE
        OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
        PERSONS
        (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        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 SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
        1933
        ACT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              12

            	
              Canada
                - BC, AB, ON, QB

            


       

       

      The
        legend set forth above shall be removed and the Corporation shall issue a
        certificate without such legend to the holder of the Common Shares upon which
        it
        is stamped, if (a) such Common Shares are being sold pursuant to a
        registration statement under the U.S. Securities Act, or (b) such holder
        delivers to the Corporation an opinion of counsel, in a reasonably acceptable
        form, to the Corporation that a disposition of the Common Shares is being
        made
        pursuant to an exemption from such registration.

       

      
        	
                8.

              	
                Covenants
                  of the Subscriber.  The Subscriber
                  will:

              


      

       

      
        	
                 

              	
                (a)

              	
                not
                  resell any of the Common Shares acquired (directly or indirectly)
                  hereunder, in whole or in part, directly or indirectly, except
                  in
                  accordance with the provisions of applicable Securities
                  Laws;

              


      

       

      
        	
                 

              	
                (b)

              	
                execute,
                  deliver, file and otherwise assist the Corporation in filing such
                  further
                  reports, undertakings, agreements, documents and writings, do all
                  acts and
                  things, and provide such further assurances as may be required
                  to give
                  effect to this Subscription Agreement as required, and, without
                  limiting
                  the generality of the foregoing, will execute and deliver all documents,
                  agreements and writings and provide such assurances, undertakings,
                  information and investment letters as may be required from time
                  to time by
                  the Securities Commissions or other regulatory authorities having
                  jurisdiction over the Corporation’s affairs or as may be required under
                  the applicable Securities Laws with respect to the issue and resale
                  of the
                  Common Shares; and

              


      

       

      
        	
                 

              	
                (c)

              	
                provide
                  the Corporation and applicable securities regulatory authorities,
                  on
                  request, particulars as to the identity of any undisclosed principals
                  as
                  may be required by the Corporation.

              


      

       

      
        	
                9.

              	
                No
                  Representations.  The Subscriber acknowledges that no
                  person has made to the Subscriber any written or oral representations
                  that
                  any person will resell or repurchase the Common Shares, that any
                  person
                  will refund the Subscription Amount of the Common Shares, or to
                  the future
                  price or value of the Common Shares.  In addition, except as
                  provided in this Subscription Agreement, the Subscriber has relied
                  solely
                  upon publicly available information relating to the Corporation
                  and not
                  upon any verbal or written representation as to fact or otherwise
                  made by
                  or on behalf of the Corporation.

              


      

       

      
        	
                10.

              	
                Subscriber’s
                  Expenses.  The Subscriber acknowledges and agrees that
                  all costs and expenses incurred by the Subscriber (including any
                  fees and
                  disbursements of special counsel retained by the Subscriber) relating
                  to
                  the purchase of the Common Shares shall be borne by the
                  Subscriber.

              


      

       

      
        	
                11.

              	
                Legal
                  and Tax Advice.  The Subscriber acknowledges and agrees
                  that it is solely responsible for obtaining such legal advice and
                  tax
                  advice as it considers appropriate in connection with the execution,
                  delivery and performance by it of this Subscription Agreement and
                  the
                  completion of the transactions contemplated hereby.  The
                  Subscriber further acknowledges and agrees that the Corporation’s legal
                  counsel is acting exclusively on the Corporation’s behalf and not as
                  counsel to the Subscriber.

              


      

       

      
        	
                12.

              	
                Indemnity.  The
                  Subscriber agrees to indemnify and hold harmless the Corporation,
                  the
                  Agent and their respective directors, officers, employees, agents,
                  partners, advisers, affiliates and shareholders from and against
                  any and
                  all loss, liability, claim, damage and expense (including, but
                  not limited
                  to, any and all fees, costs and expenses reasonably incurred in
                  investigating, preparing or defending against any claim, law suit,
                  administrative proceeding or investigation whether commenced or
                  threatened) arising out of or based upon any representation or
                  warranty of
                  the Subscriber contained herein or in any document furnished by
                  the
                  Subscriber to the Corporation in connection herewith being untrue
                  in any
                  material respect or any breach or failure by the Subscriber to
                  comply with
                  any covenant or agreement made by the Subscriber herein or in any
                  document
                  furnished by the Subscriber to the Corporation in connection
                  herewith.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              13

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      
        	
                13.

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

              


      

       

      
        	
                14.

              	
                Personal
                  Information.  This Subscription Agreement and the
                  schedules hereto require the Subscriber to provide certain personal
                  information to the Corporation.  Such information is being
                  collected by the Corporation for the purposes of completing this
                  offering
                  of Common Shares, which includes, without limitation, determining
                  the
                  Subscriber’s eligibility to purchase the Common Shares under applicable
                  Securities Laws, preparing and registering certificates representing
                  Common Shares to be issued to the Subscriber and completing filings
                  required by any securities regulatory authority. The Subscriber’s personal
                  information may be disclosed by the Corporation to: (a) stock
                  exchanges and securities regulatory authorities, (b) the
                  Corporation’s registrar and transfer agent, and (c) any of the other
                  parties involved in this offering of Common Shares, including the
                  Corporation’s legal counsel.  By executing this Subscription
                  Agreement, the Subscriber is deemed to be consenting to the foregoing
                  collection, use and disclosure of the Subscriber’s personal
                  information.  The Subscriber also consents to the filing of
                  copies or originals of any of the Subscriber’s documents described in this
                  Subscription Agreement as may be required to be filed with any
                  securities
                  regulatory authority in connection with the transactions contemplated
                  by
                  this Subscription Agreement and the inclusion of them in the closing
                  books
                  prepared in connection with the transactions contemplated by this
                  Subscription Agreement.  The Subscriber hereby acknowledges that
                  it has been notified by the Corporation: (i) of the delivery to the
                  Ontario Securities Commission (the “OSC”) of the
                  Subscriber’s personal information; (ii) that the Subscriber’s
                  personal information is being collected indirectly by the OSC under
                  the
                  authority granted to it in the securities legislation; (iii) the
                  Subscriber’s personal information is being collected for the purposes of
                  the administration and enforcement of the securities legislation
                  of
                  Ontario; and (iv) the contact information of the public official in
                  Ontario who can answer questions about the OSC’s indirect collection of
                  personal information is, Administrative Assistant to the Director
                  of
                  Corporate Finance, the Ontario Securities Commission, Suite 1903,
                  Box
                  5520, Queen Street West, Toronto, Ontario, M5H 3S8, telephone
                  (416) 593-8086, facsimile
                  (416) 593-8252.

              


      

       

      
        	
                15.

              	
                Survival.  All
                  representations, warranties, agreements and covenants made or deemed
                  to be
                  made by the Subscriber herein will survive Closing of the
                  Offering.

              


      

       

      
        	
                16.

              	
                Governing
                  Law.  This Subscription Agreement shall be governed by
                  and construed in accordance with the laws of the Province of Alberta
                  and
                  the federal laws of Canada applicable therein.  The Subscriber,
                  on its own behalf and, if applicable, on behalf of others for whom
                  it is
                  contracting hereunder, and the Corporation hereby irrevocably attorn
                  to
                  the jurisdiction of the courts of the Province of Alberta with
                  respect to
                  any matters arising out of this Subscription Agreement and agree
                  to be
                  bound by any suit, action or proceeding commenced in such courts
                  and by
                  any order or judgment resulting from such suit, action or
                  proceeding.  Each of the parties hereto irrevocably waives, to
                  the fullest extent it may effectively do so, the defense of an
                  inconvenient forum to the maintenance of such action or
                  proceeding.

              


      

       

      
        	
                17.

              	
                Facsimile
                  Subscriptions and Counterparts.  The Corporation shall
                  be entitled to rely on delivery by facsimile machine of an executed
                  copy
                  of this Subscription Agreement, including the completed schedule
                  hereto,
                  and acceptance by the Corporation of such facsimile copy shall
                  be legally
                  effective to create a valid and binding agreement between the Subscriber
                  and the Corporation in accordance with the terms hereof.  This
                  Subscription Agreement may be executed in any number of counterparts,
                  each
                  of which when delivered, either in original or facsimile form,
                  shall be
                  deemed to be an original and all of which together shall constitute
                  one
                  and the same document.

              


      

       

      
        	
                18.

              	
                Entire
                  Agreement and Modification.  This Subscription
                  Agreement (including the schedules hereto) contains the entire
                  agreement
                  of the parties hereto relating to the subject matter hereof and
                  there are
                  no representations, covenants or other agreements relating to the
                  subject
                  matter hereof except as stated or referred to herein.  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.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              14

            	
              Canada
                - BC, AB, ON, QB

            


       

       

      
        	
                19.

              	
                Headings.  The
                  headings contained herein are for convenience only and shall not
                  affect
                  the meanings or interpretation
                  hereof.

              


      

       

      
        	
                20.

              	
                Language.  The
                  Subscriber acknowledges its consent and requests that all documents
                  evidencing or relating in any way to its purchase of Common Shares
                  be
                  drawn up in the English language only.  Nous reconnaissons par
                  les présentes avoir consenti et demandé que tous les documents faisant foi
                  ou se rapportant de quelque manière à notre achat des actions accréditives
                  soient rédigés en anglais
                  seulement.

              


      

       

      
        	
                21.

              	
                Time
                  of Essence.  Time is of the essence of this
                  Subscription Agreement.

              


      

       

      
        	
                22.

              	
                Effective
                  Date.  This Subscription Agreement is intended to and
                  shall take effect on the Closing Date, notwithstanding its actual
                  date of
                  execution or delivery by any of the
                  parties.

              


      

       

      
        	
                23.

              	
                Currency.  Except
                  if specifically stated otherwise, all dollar amounts herein (including
                  the
                  Schedule hereto) are in Canadian
                  dollars.

              


      

       

      
        	
                24.

              	
                Severability.  If
                  any one or more of the provisions contained in this Subscription
                  Agreement
                  should be invalid, illegal or unenforceable in any respect in any
                  jurisdiction, the validity, legality and enforceability of such
                  provision
                  or provisions shall not in any way be affected or impaired thereby
                  in any
                  other jurisdiction and the validity, legality and enforceability
                  of the
                  remaining provisions contained herein shall not in any way be affected
                  or
                  impaired thereby, unless in either case as a result of such determination
                  this Subscription Agreement would fail of its essential
                  purpose.

              


      

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

         

      

      	 	
              A-1

            	
              Canada
                - BC, AB, ON, QB

            


       

      SCHEDULE
        A

       

      ACCREDITED
        INVESTOR STATUS CERTIFICATE

       

      The
        undersigned Subscriber hereby represents and warrants to the Corporation,
        as an
        integral part of the attached Subscription Agreement, that he, she or it
        is
        correctly and in all respects described by the category or categories set
        forth
        directly next to which the Subscriber has marked below.

       

      [MARK
        BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU]

       

      
        	r 	
                (a)

              	
                A
                  Canadian financial institution, or a Schedule III bank.

              
	r	
                (b)

              	
                The
                  Business Development Bank of Canada incorporated under the Business
                  Development Bank of Canada Act (Canada).

              
	r	
                (c)

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

              
	r	
                (d)

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

              
	r	
                (e)

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

              
	r	
                (f)

              	
                The
                  Government of Canada or a jurisdiction of Canada, or any crown
                  corporation, agency or wholly owned entity of the Government of
                  Canada or
                  a jurisdiction of Canada.

              
	r	
                (g)

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

              
	r	
                (h)

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

              
	r	
                (i)

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

              
	r	
                (j)

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

              
	r	
                (k)

              	
                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
                  the
                  net income level in the current calendar year.

              
	r	
                (l)

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

              
	r	
                (m)

              	
                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.

              
	r	
                (n)

              	
                An
                  investment fund that distributes or has distributed its securities
                  only
                  to:

              
	 	 	
                (A)

              	
                a
                  person that is or was an accredited investor at the time of the
                  distribution,

              
	 	 	
                (B)

              	
                a
                  person that acquires or acquired securities in the circumstances
                  referred
                  to in sections 2.10 and 2.19 of NI 45-106, or

              
	 	 	
                (C)

              	
                a
                  person described in paragraph (A) or (B) that acquires or acquired
                  securities under section 2.18 of NI 45-106.

              
	r	
                (o)

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

              
	r	
                (p)

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

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                A-2

              	
                Canada
                  - BC, AB, ON, QB

              


         

         

      

      
        	r	
                (q)

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

              
	 	 	
                (A)

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

              
	 	 	
                (B)

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

              
	r	
                (r)

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

              
	r	
                (s)

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

              
	r	
                (t)

              	
                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.

              
	r	
                (u)

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

              
	r	
                (v)

              	
                A
                  person that is recognized or designated by the securities regulatory
                  authority or, except in Ontario and Québec, the regulator
                  as:

              
	 	 	
                (A)

              	
                an
                  accredited investor, or

              
	 	 	
                (B)

              	
                an
                  exempt purchaser in Alberta or British
                  Columbia.

              


      

      


      Note:                      A
        summary of the meanings of certain of the terms used in this Accredited Investor
        Status Certificate follows the signature block below.

       

      DATED  ________________________________________,
        2007

       

      


      _______________________________________________

      Name
        of
        Subscriber  (please print)


      


       

      By:         ________________________________________


      


       

      _______________________________________________

      Official
        Capacity or Title, if any  (please print)

       

       

      _______________________________________________

      Name
        of
        Authorized Signing Authority (please print)

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
         

        
          
            

          

        

        
          
          

        

      

      	 	
              A-3

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      For
        the
        purposes of this Accredited Investor Status Certificate the following
        definitions are included for convenience:

       

      
        	
                 

              	
                (a)

              	
                “affiliate”
                  means an issuer connected with another issuer
                  because

              


      

       

      
        	
                 

              	
                (i)

              	
                one
                  of them is the subsidiary of the
                  other;

              


      

       

      
        	
                 

              	
                (ii)

              	
                each
                  of them is controlled by the same person;
                  or

              


      

       

      
        	
                 

              	
                (iii)

              	
                for
                  the purposes of Saskatchewan securities law, both are subsidiaries
                  of the
                  same issuer;

              


      

       

      
        	
                 

              	
                (b)

              	
                “bank”
                  means a bank named in Schedule I or II of the Bank Act
                  (Canada);

              


      

       

      
        	
                 

              	
                (c)

              	
                “Canadian
                  financial institution”
means:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (d)

              	
                “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:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (iii)

              	
                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,

              


      

       

      and
        includes, 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;

       

      
        	
                 

              	
                (e)

              	
                “control
                  person” has the same meaning as in securities legislation except
                  in Manitoba, Newfoundland and Labrador, Northwest Territories,
                  Nova
                  Scotia, Nunavut, Ontario, Prince Edward Island and Québec, where control
                  person means any person that holds or is one of a combination of
                  persons
                  that holds:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (f)

              	
                “debt
                  security” means any bond, debenture, note or similar instrument
                  representing indebtedness, whether secured or
                  unsecured;

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              A-4

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      
        	
                 

              	
                (g)

              	
                “director”
                  means:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (h)

              	
                “eligibility
                  adviser” means:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  person that is registered as an investment dealer or in an equivalent
                  category of registration under the securities legislation of the
                  jurisdiction of a purchaser and authorized to give advice with
                  respect to
                  the type of security being distributed;
                  and

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (A)

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

              


      

       

      
        	
                 

              	
                (B)

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

              


      

       

      
        	
                 

              	
                (i)

              	
                “executive
                  officer” means, for the Corporation, an individual who
                  is:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  chair, vice-chair or president;

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (iii)

              	
                an
                  officer of the Corporation or any of its subsidiaries and who performs
                  a
                  policy-making function in respect of the Corporation;
                  or

              


      

       

      
        	
                 

              	
                (iv)

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

              


      

       

      
        	
                 

              	
                (j)

              	
                “financial
                  assets” means:

              


      

       

      
        	
                 

              	
                (i)

              	
                cash;

              


      

       

      
        	
                 

              	
                (ii)

              	
                securities;
                  or

              


      

       

      
        	
                 

              	
                (iii)

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

              


      

       

      
        	
                 

              	
                (k)

              	
                “foreign
                  jurisdiction” means a country other than Canada or a political
                  subdivision of a country other than
                  Canada;

              


      

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              A-5

            	
              Canada
                - BC, AB, ON, QB

            


       

       

      
        	
                 

              	
                (l)

              	
                “founder”
                  means, in respect of an issuer, a person
                  who,

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (m)

              	
                “fully
                  managed account” means an account of a client for which a person
                  makes the investment decisions if that person has full discretion
                  to trade
                  in securities for the account without requiring the client’s express
                  consent to a transaction;

              


      

       

      
        	
                 

              	
                (n)

              	
                “individual”
                  means a natural person, but does not
                  include

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  partnership, unincorporated association, unincorporated syndicate,
                  unincorporated organization or a trust,
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  natural person in the person’s capacity as trustee, executor,
                  administrator or other legal
                  representative;

              


      

       

      
        	
                 

              	
                (o)

              	
                “investment
                  fund” means a mutual fund or a non-redeemable investment fund,
                  and, for greater certainty in British Columbia, includes an EVCC
                  and a
                  VCC, both as defined in National Instrument 81-106 Investment Fund
                  Continuous Disclosure;

              


      

       

      
        	
                 

              	
                (p)

              	
                “jurisdiction”
                  means a province or territory of Canada except when used in the
                  term
                  foreign jurisdiction;

              


      

       

      
        	
                 

              	
                (q)

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

              


      

       

      
        	
                 

              	
                (r)

              	
                “NI 45-106”
                  means National Instrument 45-106 Prospectus and Registration
                  Exemptions;

              


      

       

      
        	
                 

              	
                (s)

              	
                “non-redeemable
                  investment fund” means an
                  issuer,

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

              	
                that
                  does not invest for the purpose of exercising or seeking to exercise
                  effective control of an issuer, other than an issuer that is a
                  mutual fund
                  or a non-redeemable investment fund or for the purpose of being
                  actively
                  involved in the management of any issuer in which it invests, other
                  than
                  an issuer that is a mutual fund or a non-redeemable investment
                  fund;
                  and

              


      

       

      
        	
                 

              	
                (iii)

              	
                that
                  is not a mutual fund;

              


      

       

      
        	
                 

              	
                (t)

              	
                “person”
                  includes:

              


      

       

      
        	
                 

              	
                (i)

              	
                an
                  individual;

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  corporation;

              


      

       

      
        	
                 

              	
                (iii)

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

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              A-6

            	
              Canada
                - BC, AB, ON, QB

            


       

       

      
        	
                 

              	
                (iv)

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

              


      

       

      
        	
                 

              	
                (u)

              	
                “related
                  liabilities” means:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

              	
                liabilities
                  that are secured by financial
                  assets;

              


      

       

      
        	
                 

              	
                (v)

              	
                “Schedule
                  III bank” means an authorized foreign bank named in
                  Schedule III of the Bank Act
                  (Canada);

              


      

       

      
        	
                 

              	
                (w)

              	
                “spouse”
                  means, an individual who:

              


      

       

      
        	
                 

              	
                (i)

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

              


      

       

      
        	
                 

              	
                (ii)

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

              


      

       

      
        	
                 

              	
                (iii)

              	
                in
                  Alberta, is an individual referred to in paragraph (i) or (ii), or is
                  an adult interdependent partner within the meaning of the Adult
                  Interdependent Relationships Act (Alberta);
                  and

              


      

       

      
        	
                 

              	
                (x)

              	
                “subsidiary”
                  means an issuer that is controlled directly or indirectly by another
                  issuer and includes a subsidiary of that
                  subsidiary.

              


      

       

      All
        monetary references in this Schedule A are in Canadian
        dollars.

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              B-1

            	
              Canada
                - BC, AB, ON, QB

            


       

       

      SCHEDULE
        B

       

      CLOSE
        PERSONAL FRIEND / CLOSE BUSINESS ASSOCIATE QUESTIONNAIRE

       

      To
        be
        completed by Subscribers to whom section 6(g)(ii)(D), (E) or (F) of the
        Subscription Agreement applies.

       

      
         

        
          

        

      

      Name
        of
        director, executive officer, control person or founder

       

       

      
        

      

      Length
        of
        relationship

       

      


      
        

        Details of relationship or prior business dealings

       

      
        

      

       

      
 

      
        

      

       

      
 

      
        

      

       

      
 

      
        

      

       

      
 

      
        
 

       

      The
        undersigned understands that the Corporation is relying on this information
        in
        determining to sell securities to the undersigned in a manner exempt from
        the
        registration and prospectus requirements of applicable securities
        laws.

       

      Dated:    _________________________,
        2007

      
        	 	
                 

                
                  

                

                Print
                  name of Subscriber

              
	 	
              
	 	
                By:

              	
                
                  

                  Signature

              
	 	 	
                 

                
                  

                

                Print
                  name of Signatory (if different from
                  Subscriber)

              
	 	 	
                 

                
                  

                

                Title

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              C-1

            	
              Canada
                - BC, AB, ON, QB

            


      


      


      SCHEDULE
        C

       

      NOTE:  IF
        YOU HAVE ALREADY COMPLETED THIS FORM FOR ANOTHER TRANSACTION
        PLEASE

       

      INDICATE
        IN THE FIRST QUESTION THAT IT IS ALREADY ON FILE WITH THE
        EXCHANGE.

       

      
        	 	
                 

                FORM
                  4C

                CORPORATE
                  PLACEE REGISTRATION FORM

              	
                

              


      

      


       

      Where
        subscribers to a Private
        Placement are not individuals, the following information about the placee
        must
        be provided.  This Form will remain on file with the
        Exchange.  The corporation, trust, portfolio manager or other entity
        (the “Placee”) need only file it on one time basis, and it will be referenced
        for all subsequent Private Placements in which it participates.  If
        any of the information provided in this Form changes, the Placee must notify
        the
        Exchange prior to participating in further placements with Exchange listed
        companies.  If as a result of the Private Placement, the Placee
        becomes an Insider of the Issuer, Insiders of the Placee are reminded that
        they
        must file a Personal Information Form (2A) or, if applicable, Declarations,
        with
        the Exchange.

       

      


       

      
        	
                1.

              	
                Placee
                  Information:

              


      

       

      
        	
                (a)

              	
                Name:  __________________________________________________________________

              


      

       

      
        	
                (b)

              	
                Complete
                  Address:
                    ________________________________________________________

              


      

       

      
        	
                 

              	
                 ________________________________________________________________________

              


      

       

      
        	
                (c)

              	
                Jurisdiction
                  of Incorporation or Creation:
                   _________________________________________

              


      

       

      
        	
                2.       
                   (a)

              	
                Is
                  the Placee purchasing securities as a portfolio manager (Yes/No)?
                  __________

              


      

       

      
        	
                 

              	
                (b)

              	
                Is
                  the Placee carrying on business as a portfolio manager outside
                  of Canada
                  (Yes/No)? __________

              


      

       

      
        	
                3.

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

              


      

       

      
        	
                 

              	
                (a)

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

              


      

       

      
        	
                 

              	
                (b)

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

              


      

       

      
        	
                 

              	
                (c)

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

              


      

       

      
        	
                 

              	
                (d)

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

              


      

       

      
        	
                 

              	
                (e)

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

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	
              C-2

            	
              Canada
                - BC, AB, ON, QB

            


      


       

      
        	
                4.

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

              


      

       

      
        	
                Name

              	
                City

              	
                Province
                  or State

              	
                Country

                 

              
	 	 	 	
                 

                 

              
	 	 	 	
                 

                 

              
	 	 	 	
                 

                 

              


      

       

      The
        undersigned acknowledges that it is bound by the provisions of applicable
        Securities Law, including provisions concerning the filing of insider reports
        and reports of acquisitions (See for example, sections 87 and 111 of the
Securities Act (British Columbia) and sections 176 and 182 of the
Securities Act (Alberta).

       

      Acknowledgement
        - Personal Information

       

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

       

      The
        undersigned hereby acknowledges and agrees that it has obtained the express
        written consent of each individual to:

       

      
        	
                (a)

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

              


      

       

      
        	
                (b)

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

              


      

       

      Dated
        at
        _________________________ on
        ______________________________________.

       

      
        	 	
                 

                
                  

                

                (Name
                  of Purchaser - please print)

              
	 	 
	 	 
	 	
                
                  

                  (Authorized Signature)

              
	 	 
	 	 
	 	
                
                  

                  (Official Capacity - please print)

              
	 	 
	 	 
	 	
                
                  

                  (please print name of individual whose signature appears
                  above)

              


      

      


      


      THIS
        IS
        NOT A PUBLIC DOCUMENT