kodiaksb2ex10-2.htm


    
      

      
Exhibit
      10.2

    
       

      
        Canada
          -
          BC, AB, ON, QB


        KODIAK
          ENERGY, INC. – FLOW-THROUGH 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
          to be
          issued on a “flow-through” basis pursuant to the Income Tax Act
          (Canada) (“Flow-Through Shares”) set forth below for the
          aggregate subscription price set forth below (the “Subscription
          Amount”), representing a subscription price of US$3.00 per Flow-Through
          Share, upon and subject to the terms and conditions set forth in the attached
          “Terms and Conditions of Subscription For FLOW-THROUGH 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

                
                   

                  ________________________________________________________

                  SIN/Federal
                    Corporate Tax Account number

                

                 

                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 Flow-Through 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

                 

                ________________________________________________________

                Principal’s
                  SIN/Federal Corporate Tax Account Number

              
	
                Register
                  the Flow-Through Shares as above o ,
                  or as set forth below:

                 

                ________________________________________________________

                Name

                 

                ________________________________________________________

                Account
                  reference, if applicable

                 

                ________________________________________________________

                Address

                 

                ________________________________________________________

                City/Town                                   Province                      
                        Postal Code

              	 	
                Certificates
                  for Flow-Through 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 18 pages (not including Schedules
          A,
          B and C).

        
          
            
            

          

          
            
              

            

          

          
            
            

          

        

        
          	 	
                  2

                	
                  Canada
                    - BC, AB, ON, QB

                


        

        
 

        TERMS
          AND CONDITIONS OF SUBSCRIPTION FOR FLOW-THROUGH 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
                      Flow-Through 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 Flow-Through Shares
                      at a
                      subscription price of US$3.00 per Flow-Through Share and regular
                      common
                      shares in the capital of the Corporation (the “Common
                      Shares”) at a subscription price of US$2.50 per Common Share
                      (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)

                  	
                    “Canadian
                      Development Expense(s)” or “CDE” means Canadian
                      development expenses described in paragraph (a) or (b) of the
                      definition
                      of “Canadian development expense” in subsection 66.2(5)
                      of the Tax Act or would be described in paragraph (f) of such
                      definition
                      if the words “any of paragraphs (a) to (e)” in that
                      paragraph were read as “paragraphs (a) and (b)”,
                      excluding amounts which are prescribed to constitute “Canadian
                      exploration and development overhead expense” under the Tax Act
                      and the amount of any assistance described in paragraphs 66(12.62)(a)
                      and
                      66(12.601)(c) of the Tax Act;

                  


          

           

          
            	
                     

                  	
                    (d)

                  	
                    “Canadian
                      Exploration Expense(s)” or “CEE” means expenses
                      described in paragraphs (a) or (d) of the definition of “Canadian
                      exploration expense” in subsection 66.1(6) of the Tax Act,
                      or would be described in paragraph (h) of such definition if the
                      words “paragraphs (a) to (d) and (f) to (g.1)” were read
                      as “paragraphs (a) and (d)”, excluding amounts which are
                      prescribed to constitute “Canadian exploration and development
                      overhead expense” under the Tax Act, the amount of any assistance
                      described in paragraph 66(12.6)(a) of the Tax Act and the cost of any
                      seismic data which constitutes a “specified expense”
                      within the meaning of paragraph 66(12.6)(b.1) of the Tax
                      Act;

                  


          

           

          
            	
                     

                  	
                    (e)

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

                  


          

           

          
            	
                     

                  	
                    (f)

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

                  


          

           

          
            	
                     

                  	
                    (g)

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

                  


          

           

          
            	
                     

                  	
                    (h)

                  	
                    “CRA”
                      means Canada Revenue Agency;

                  


          

           

          
            	
                     

                  	
                    (i)

                  	
                    “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;

                  


          

           

          
            	
                     

                  	
                    (j)

                  	
                    “Expenditure
                      Period” means the period commencing on the date of acceptance
                      by
                      the Corporation of this Subscription Agreement and ending on
                      the earlier
                      of:

                  


          

           

          
            	
                     

                  	
                    (i)

                  	
                    the
                      date on which the Subscription Amount has been fully expended
                      in
                      accordance with the terms hereof;
                      and

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    December
                      31, 2008;

                  


          

           

          
            	
                     

                  	
                    (k)

                  	
                    “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;

                  


          

           

          
            	
                     

                  	
                    (l)

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

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  4

                	
                  Canada
                    - BC, AB, ON, QB

                


           

           

          
            	
                     

                  	
                    (m)

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

                  


          

           

          
            	
                     

                  	
                    (n)

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

                  


          

           

          
            	
                     

                  	
                    (o)

                  	
                    “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;

                  


          

           

          
            	
                     

                  	
                    (p)

                  	
                    “Principal-Business
                      Corporation” means a “principal-business corporation” as defined
                      in subsection 66(15) of the Tax
                      Act;

                  


          

           

          
            	
                     

                  	
                    (q)

                  	
                    “Qualifying
                      CDE” means an amount of CDE incurred by the Corporation
                      which is
                      eligible for renunciation as CEE under subsection 66(12.601)
                      of the Tax
                      Act;

                  


          

           

          
            	
                     

                  	
                    (r)

                  	
                    “Qualifying
                      Expenditures” means expenses that are Qualifying CDE or CEE
                      incurred by the Corporation during the Expenditure
                      Period;

                  


          

           

          
            	
                     

                  	
                    (s)

                  	
                    “Regulation”
                      means a regulation promulgated pursuant to the Tax
                      Act;

                  


          

           

          
            	
                     

                  	
                    (t)

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

                  


          

           

          
            	
                     

                  	
                    (u)

                  	
                    “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;

                  


          

           

          
            	
                     

                  	
                    (v)

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

                  


          

           

          
            	
                     

                  	
                    (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);

                  


          

           

          
            	
                     

                  	
                    (x)

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

                  


          

           

          
            	
                     

                  	
                    (y)

                  	
                    “Tax
                      Act” means the Income Tax Act (Canada), together with
                      any and all Regulations, as amended from time to time;
                      and

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  5

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (z)

                  	
                    “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 Flow-Through 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 Flow-Through Shares as a close
                      friend or
                      business associate pursuant to section 7(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 Flow-Through 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 Flow-Through Shares and such
                      other
                      documentation as may be required,
                      and

                  


          

           

          
            	
                     

                  	
                    (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 Flow-Through
                      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 Flow-Through 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
                      Flow-Through 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 Flow-Through 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.

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  6

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                    5.

                  	
                    Representations,
                      Warranties and Covenants of the Corporation Regarding the Flow-Through
                      Shares.  By accepting this Subscription Agreement, the
                      Corporation represents, warrants and covenants to the Subscriber
                      as
                      follows:

                  


          

           

          
            	
                     

                  	
                    (a)

                  	
                    the
                      Corporation and each of its subsidiaries have been duly incorporated
                      and
                      are validly subsisting and in good standing under the laws
                      of their
                      incorporation and the Corporation has all requisite corporate
                      power and
                      capacity to enter into, and has all requisite corporate power
                      and
                      capability to carry out its obligations under, this Subscription
                      Agreement;

                  


          

           

          
            	
                     

                  	
                    (b)

                  	
                    on
                      the Closing Date, the Corporation will have taken all corporate
                      steps and
                      proceedings necessary to approve the transactions contemplated
                      hereby,
                      including the execution and delivery of this Subscription
                      Agreement;

                  


          

           

          
            	
                     

                  	
                    (c)

                  	
                    no
                      order ceasing or suspending trading in the securities of the
                      Corporation
                      nor prohibiting the sale of such securities has been issued
                      to the
                      Corporation or its directors, officers or promoters and, to
                      the best of
                      the knowledge of the Corporation, no investigations or proceedings
                      for
                      such purposes are pending or
                      threatened;

                  


          

           

          
            	
                     

                  	
                    (d)

                  	
                    the
                      Corporation has full corporate power and authority to undertake
                      the
                      Offering of Flow-Through Shares contemplated hereby and to
                      issue the
                      Flow-Through Shares;

                  


          

           

          
            	
                     

                  	
                    (e)

                  	
                    as
                      of the date hereof, the taxable capital amount of the Corporation,
                      as that
                      expression is defined under subsection 66(12.6011) of the Tax
                      Act, does
                      not exceed $15,000,000 for the purpose of determining the Corporation’s
                      right to renounce Qualifying CDE to the Subscriber pursuant
                      to subsection
                      66(12.601) of the Tax Act;

                  


          

           

          
            	
                     

                  	
                    (f)

                  	
                    at
                      the Closing Time, the Flow-Through Shares will be duly and
                      validly
                      created, authorized and issued as fully paid and non-assessable
                      Common
                      Shares;

                  


          

           

          
            	
                     

                  	
                    (g)

                  	
                    the
                      Corporation has complied and will comply with all applicable
                      corporate and
                      securities laws in connection with the offer, sale and issuance
                      of the
                      Flow-Through Shares;

                  


          

           

          
            	
                     

                  	
                    (h)

                  	
                    the
                      issuance and sale of the Flow-Through Shares and the incurring
                      and
                      renouncing of Qualifying Expenditures to the Subscriber pursuant
                      hereto
                      does not and will not conflict with and does not and will not
                      result in a
                      breach of any of the terms, conditions or provisions of its
                      constating
                      documents or any law, regulation, order or ruling applicable
                      to the
                      Corporation, or any agreement or instrument to which the Corporation
                      is a
                      party or by which it is bound;

                  


          

           

          
            	
                     

                  	
                    (i)

                  	
                    the
                      Corporation has not received notice from any applicable regulatory
                      authority that it is in material default of any applicable
                      securities
                      laws;

                  


          

           

          
            	
                     

                  	
                    (j)

                  	
                    the
                      Corporation acknowledges that it is not now entitled to receive
                      any
                      assistance, as defined in the Tax Act, in respect of Qualifying
                      Expenditures and in the event that the Corporation has received,
                      is
                      entitled to receive, or may reasonably be expected to receive,
                      assistance
                      at any time that may be reasonably be related to the Qualifying
                      Expenditures, the Corporation will incur additional Qualifying
                      Expenditures during the Expenditure Period in an amount sufficient
                      to
                      allow it to renounce to the Subscriber, the Subscription
                      Amount;

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  7

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (k)

                  	
                    the
                      Corporation is, and, at all material times will be, a Principal-Business
                      Corporation;

                  


          

           

          
            	
                     

                  	
                    (l)

                  	
                    except
                      as a result of any agreement to which the Corporation is not
                      a party and
                      of which the Corporation has no knowledge, the Flow-Through
                      Shares will,
                      at the time of issuance, be “flow-through shares” as defined in
                      subsection 66(15) of the Tax Act, and will not constitute “prescribed
                      shares” for the purpose of Regulation 6202.1 of the Tax
                      Act;

                  


          

           

          
            	
                     

                  	
                    (m)

                  	
                    the
                      Corporation will not be subject to the provisions of
                      subsection 66(12.67) of the Tax Act in a manner which impairs the
                      ability to renounce Qualifying Expenditures to the Subscriber
                      in an amount
                      equal to the Subscription Amount;

                  


          

           

          
            	
                     

                  	
                    (n)

                  	
                    all
                      Qualifying Expenditures renounced to the Subscriber pursuant
                      to this
                      Subscription Agreement will be Qualifying Expenditures incurred
                      by the
                      Corporation that, but for the renunciation to the Subscriber,
                      the
                      Corporation would be entitled to deduct in computing its income
                      for the
                      purposes of Part I of the Tax Act;

                  


          

           

          
            	
                     

                  	
                    (o)

                  	
                    the
                      Corporation will keep proper books, records and accounts of
                      all Qualifying
                      Expenditures and all transactions affecting the Subscription
                      Amount and
                      the Qualifying Expenditures and upon reasonable notice, to
                      make such
                      books, records and accounts available for inspection and audit
                      by or on
                      behalf of the Subscriber during normal business hours at the
                      Subscriber’s
                      expense and to provide such other assistance to the Subscriber
                      as may be
                      reasonably required should a dispute arise between the Subscriber
                      and CRA
                      with respect to the Qualifying
                      Expenditures;

                  


          

           

          
            	
                     

                  	
                    (p)

                  	
                    the
                      Corporation will or will cause its wholly owned subsidiaries
                      to incur,
                      during the Expenditure Period, Qualifying Expenditures in such
                      amount as
                      enables the Corporation to renounce to the Subscriber, Qualifying
                      Expenditures in an amount equal to the Subscription
                      Amount;

                  


          

           

          
            	
                     

                  	
                    (q)

                  	
                    the
                      Corporation will renounce (in accordance with the Tax Act and
                      this
                      Subscription Agreement) to the Subscriber, effective on or
                      before December
                      31, 2007, Qualifying Expenditures incurred during the Expenditure
                      Period
                      in an amount equal to Subscription
                      Amount;

                  


          

           

          
            	
                     

                  	
                    (r)

                  	
                    the
                      Corporation will renounce the Qualifying CDE incurred hereunder
                      only in
                      accordance with subsection 66(12.601) of the Tax
                      Act;

                  


          

           

          
            	
                     

                  	
                    (s)

                  	
                    the
                      Corporation will file with CRA, the form prescribed by
                      subsection 66(12.68) of the Tax Act together with a copy of the form
                      of this Subscription Agreement, within the time period prescribed
                      by the
                      Tax Act;

                  


          

           

          
            	
                     

                  	
                    (t)

                  	
                    the
                      Corporation will file with CRA, the form prescribed by
                      subsection 66(12.7) of the Tax Act on or before the last day of the
                      first month following each month in which any renunciation
                      is made
                      pursuant to the terms of this Subscription
                      Agreement;

                  


          

           

          
            	
                     

                  	
                    (u)

                  	
                    if
                      the Corporation does not incur during the Expenditure Period
                      and renounce
                      to the Subscriber, effective on or before December 31, 2007,
                      Qualifying Expenditures in an amount equal to the Subscription
                      Amount, the
                      Corporation shall indemnify the Subscriber as to, and pay to
                      the
                      Subscriber, an amount equal to the amount of any tax payable
                      or that may
                      become payable under the Tax Act (and under any corresponding
                      provincial
                      legislation) by the Subscriber as a consequence of such failure,
                      such
                      payment to be made on a timely basis once the amount is definitively
                      determined;

                  


          

           

          
            	
                     

                  	
                    (v)

                  	
                    the
                      Corporation will deliver to the Subscriber at the Subscriber’s address set
                      forth above, not later than March 31, 2008, Form T101 Supplementary
                      setting forth the aggregate amount of Qualifying Expenditures
                      renounced to
                      the Subscriber pursuant hereto for filing with the Subscriber’s tax
                      return;

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  8

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (w)

                  	
                    that
                      the Corporation will not reduce the amount renounced to the
                      Subscriber
                      hereunder and, in the event the Minister responsible for CRA
                      reduces the
                      amount renounced to the Subscriber pursuant to subsection 66(12.73)
                      of the Tax Act, the Corporation will indemnify the Subscriber
                      as to, and
                      pay to the Subscriber, an amount equal to the amount of any
                      tax payable
                      under the Tax Act (and under any corresponding provincial legislation)
                      by
                      the Subscriber as a consequence of such reduction, such payment
                      to be made
                      on a timely basis once the amount is definitively
                      determined;

                  


          

           

          
            	
                     

                  	
                    (x)

                  	
                    the
                      Corporation will maintain its status as a Principal-Business
                      Corporation
                      until the earlier of January 1, 2009 and the date the Corporation
                      has
                      fulfilled its obligations to incur and renounce to the Subscriber
                      Qualifying Expenditures or an amount equal to the Subscriber
                      Amount;

                  


          

           

          
            	
                     

                  	
                    (y)

                  	
                    that
                      the Corporation has not and will not enter into transactions
                      or take
                      deductions which would otherwise reduce its cumulative CEE
                      or cumulative
                      CDE to an extent which would preclude a renunciation of Qualifying
                      Expenditures hereunder in an amount equal to the Subscription
                      Amount as
                      contemplated herein;

                  


          

           

          
            	
                     

                  	
                    (z)

                  	
                    that
                      none of the Qualifying Expenditures will be renounced pursuant
                      to a
                      “prohibited relationship” as defined in subsection 66(12.671) of the
                      Tax Act;

                  


          

           

          
            	
                     

                  	
                    (aa)

                  	
                    the
                      Corporation will file, within the time(s) prescribed by the
                      Tax Act or the
                      Regulations, as applicable, all forms required under the Tax
                      Act or the
                      Regulations necessary to effectively renounce Qualifying Expenditures
                      equal to the Subscription Amount to the Subscriber effective
                      on or before
                      December 31, 2007 and to provide the Subscriber with a copy of all
                      such forms as required to be provided thereto, all on a timely
                      basis;

                  


          

           

          
            	
                     

                  	
                    (bb)

                  	
                    the
                      Corporation will renounce Qualifying Expenditures pursuant
                      to this
                      Subscription Agreement and other subscription agreements entered
                      into
                      pursuant to the Offering pro rata based on the number of Flow-Through
                      Shares issued or to be issued pursuant hereto and thereto before
                      or
                      concurrent with the renouncing of Qualifying Expenditures pursuant
                      to any
                      other agreement (a “Subsequent Agreement”) which the
                      Corporation shall, after the Closing Date, enter into and if
                      the
                      Corporation is required by the Tax Act or the Regulations or
                      the Minister
                      of National Revenue to reduce Qualifying Expenditures previously
                      renounced
                      to Subscribers pursuant to this Subscription Agreement and
                      all other
                      subscription agreements entered into in connection with the
                      Offering in
                      respect of Flow-Through Shares, such reduction shall, to the
                      extent
                      possible, be made pro rata based on the number of Flow-Through
                      Shares
                      issued pursuant to the Offering only after it has first reduced
                      to the
                      extent possible all Qualifying Expenditures renounced to persons
                      under
                      Subsequent Agreements;

                  


          

           

          
            	
                     

                  	
                    (cc)

                  	
                    the
                      Corporation has no reason to believe that it will be unable
                      to incur
                      Qualifying Expenditures during the Expenditure Period in an
                      amount equal
                      to the Subscription Amount or that it will be unable to renounce
                      to the
                      Subscriber effective on or before December 31, 2007, Qualifying
                      Expenditures in an amount equal to the Subscription
                      Amount;

                  


          

           

          
            	
                     

                  	
                    (dd)

                  	
                    that
                      the Corporation is carrying on business in Canada for the purposes
                      of the
                      Tax Act; and

                  


          

           

          
            	
                     

                  	
                    (ee)

                  	
                    that
                      the Flow-Through Shares do not constitute “United States real property
                      interests” within the meaning of the Internal Revenue Code of the United
                      States.

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  9

                	
                  Canada
                    - BC, AB, ON, QB

                


           

           

          
            	
                    6.

                  	
                    Covenants,
                      Representations and Warranties of the Subscriber Regarding
                      the
                      Flow-Through Shares.  The Subscriber covenants, agrees
                      and represents and warrants to the Corporation
                      that:

                  


          

           

          
            	
                     

                  	
                    (a)

                  	
                    the
                      Subscriber or beneficial purchaser, as the case may be, deals
                      and will
                      continue to deal at arm’s length with the Corporation, for purposes of the
                      Tax Act, at all times which are relevant for this Subscription
                      Agreement;

                  


          

           

          
            	
                     

                  	
                    (b)

                  	
                    if
                      the Subscriber or beneficial purchaser, as the case may be,
                      is a
                      corporation, trust or partnership, it does not have and will
                      not have in
                      respect of a renunciation of Qualified Expenditures hereunder
                      a
                      “prohibited relationship” with the Corporation within the
                      meaning of subsection 66(12.671) of the
                      Act;

                  


          

           

          
            	
                     

                  	
                    (c)

                  	
                    neither
                      the Subscriber, nor the beneficial purchaser, as the case may
                      be, will
                      enter into any agreement or arrangement which will cause the
                      Flow-Through
                      Shares to become “prescribed shares” for purposes of the
                      Tax Act; and

                  


          

           

          
            	
                     

                  	
                    (d)

                  	
                    the
                      Subscriber is not a non-resident of Canada for purposes of
                      the Tax
                      Act.

                  


          

           

          
            	
                    7.

                  	
                    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 Flow-Through
                      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;

                  


          

           

          
            	
                     

                  	
                    (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 Flow-Through Shares;

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  10

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (d)

                  	
                    Purchasing
                      as Principal.  Except as provided in
                      subsection 7(f) hereof, the Subscriber is purchasing the Flow-Through
                      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 7(f) hereof, the Subscriber is purchasing the Subscriber’s
                      Flow-Through 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 Flow-Through Shares,
                      and it
                      is purchasing the Flow-Through 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 Flow-Through 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 Flow-Through
                      Shares
                      hereunder is purchasing the Flow-Through 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 Flow-Through Shares, and
                      each of which
                      principals complies with subsection 7(g)
                      below;

                  


          

           

          
            	
                     

                  	
                    (g)

                  	
                    Subscriber
                      Has Benefit of Statutory Exemptions.  Unless the
                      Subscriber complies with the provisions of subsection 7(f) hereof,
                      the Subscriber fully complies with one of the criteria set
                      forth
                      below:

                  


          

           

          [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 Flow-Through 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

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  11

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (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

                  


          

           

          (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.)

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  12

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (iii)       
                      r

                  	
                    it
                      is a resident of Ontario and it has purchased the Flow-Through
                      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 Flow-Through Shares as principal and is purchasing
                      a
                      sufficient number of Flow-Through 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
                      Flow-Through 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 7(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 Flow-Through Shares;
                      and

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    there
                      is no government or other insurance covering the Flow-Through
                      Shares;
                      and

                  


          

           

          
            	
                     

                  	
                    (iii)

                  	
                    there
                      are risks associated with the purchase of the Flow-Through
                      Shares;
                      and

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  13

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (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 Flow-Through 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 Flow-Through
                      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 Flow-Through 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
                      Flow-Through 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 Flow-Through 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 7(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
                      Flow-Through 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 Flow-Through
                      Shares;

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    there
                      is no government or other insurance covering the Flow-Through
                      Shares;

                  


          

           

          
            	
                     

                  	
                    (iii)

                  	
                    there
                      are risks associated with the purchase of the Flow-Through
                      Shares;

                  


          

           

          
            	
                     

                  	
                    (iv)

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

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  14

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                     

                  	
                    (v)

                  	
                    all
                      certificates representing Flow-Through 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
            Flow-Through Shares under applicable Securities Laws.  The Subscriber
            further agrees that acceptance of delivery of certificates for the Flow-Through
            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 Flow-Through Shares and
            shall
            continue in full force and effect notwithstanding any subsequent disposition
            by
            the Subscriber of the Flow-Through 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.

           

          
            	
                    8.

                  	
                    U.S.
                      Matters.  The
                      Subscriber:

                  


          

           

          
            	
                     

                  	
                    (a)

                  	
                    No
                      U.S. Registration.  The Subscriber is aware that the
                      Flow-Through 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
                      Flow-Through Shares have not been offered to the Subscriber
                      in the United
                      States, and the individuals making the order to purchase the
                      Flow-Through
                      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 Flow-Through 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 Flow-Through 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 Flow-Through Shares except in accordance
                      with
                      the provisions of applicable securities
                      laws;

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  15

                	
                  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
                      Flow-Through Shares;

                  


          

           

          
            	
                     

                  	
                    (f)

                  	
                    Offshore
                      Transaction.  The Subscriber agrees that it is
                      acquiring the Flow-Through 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 Flow-Through 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 Flow-Through 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 Flow-Through Shares; provided, however, that
                      the Subscriber
                      may sell or otherwise dispose of the Flow-Through Shares pursuant
                      to
                      registration of the Flow-Through 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
                      Flow-Through
                      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 Flow-Through Shares
                      prior to
                      the expiration of a period of two years after the date of transfer
                      of the
                      Flow-Through 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
                      Flow-Through
                      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.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  16

                	
                  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 Flow-Through Shares
            upon
            which it is stamped, if (a) such Flow-Through 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
            Flow-Through Shares is being made pursuant to an exemption from such
            registration.

           

          
            	
                    9.

                  	
                    Covenants
                      of the Subscriber.  The Subscriber
                      will:

                  


          

           

          
            	
                     

                  	
                    (a)

                  	
                    not
                      resell any of the Flow-Through 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
                      Flow-Through 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.

                  


          

           

          
            	
                    10.

                  	
                    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 Flow-Through Shares,
                      that any
                      person will refund the Subscription Amount of the Flow-Through
                      Shares, or
                      to the future price or value of the Flow-Through 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.

                  


          

           

          
            	
                    11.

                  	
                    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 Flow-Through Shares shall be borne by the
                      Subscriber.

                  


          

           

          
            	
                    12.

                  	
                    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.

                  


          

           

          
            	
                    13.

                  	
                    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.

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	
                  17

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                    14.

                  	
                    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.

                  


          

           

          
            	
                    15.

                  	
                    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 Flow-Through Shares, which includes, without limitation,
                      determining
                      the Subscriber’s eligibility to purchase the Flow-Through Shares under
                      applicable Securities Laws, preparing and registering certificates
                      representing Flow-Through 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, (c) CRA, and
                      (d) any of the other parties involved in this offering of
                      Flow-Through 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.

                  


          

           

          
            	
                    16.

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

                  


          

           

          
            	
                    17.

                  	
                    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.

                  


          

           

          
            	
                    18.

                  	
                    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

                	
                  Canada
                    - BC, AB, ON, QB

                


           


          
            	
                    19.

                  	
                    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.

                  


          

           

          
            	
                    20.

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

                  


          

           

          
            	
                    21.

                  	
                    Language.  The
                      Subscriber acknowledges its consent and requests that all documents
                      evidencing or relating in any way to its purchase of Flow-Through
                      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.

                  


          

           

          
            	
                    22.

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

                  


          

           

          
            	
                    23.

                  	
                    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.

                  


          

           

          
            	
                    24.

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

                  


          

           

          
            	
                    25.

                  	
                    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 7(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