kodiaksb2ex10-4.htm


    
      

      

    

    
      Exhibit
        10.4

       

    
      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 2,250,000 Flow-Through
                    Shares at a subscription price of US$3.00 per Flow-Through Share
                    and up to
                    2,700,000 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 October 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 1,400,000 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 15, 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 15, 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)

                	
                  the
                    Corporation is not a party to any other agreement for the issuance
                    of
                    Flow-Through Shares for which the required expenditures have
                    not been
                    incurred;

                


        

         

      

      
        	
                 

              	
                (g)

              	
                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;

              


      

       

      
        	
                 

              	
                (h)

              	
                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;

              


      

       

      
        	
                 

              	
                (i)

              	
                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;

              


      

       

      
        	
                 

              	
                (j)

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

              


      

       

      
        	
                 

              	
                (k)

              	
                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

              


      

       

      


      
        	
                 

              	
                (l)

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

              


      

       

      
        	
                 

              	
                (m)

              	
                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;

              


      

       

      
        	
                 

              	
                (n)

              	
                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;

              


      

       

      
        	
                 

              	
                (o)

              	
                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;

              


      

       

      
        	
                 

              	
                (p)

              	
                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;

              


      

       

      
        	
                 

              	
                (q)

              	
                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;

              


      

       

      
        	
                 

              	
                (r)

              	
                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;

              


      

       

      
        	
                 

              	
                (s)

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

              


      

       

      
        	
                 

              	
                (t)

              	
                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;

              


      

       

      
        	
                 

              	
                (u)

              	
                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;

              


      

       

      
        	
                 

              	
                (v)

              	
                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;

              


      

    

     

    
      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        	 	
                8

              	
                Canada
                  - BC, AB, ON, QB

              


      

      
         

         

        
          	
                   

                	
                  (w)

                	
                  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;

                


        

         

      

      
        	
                 

              	
                (x)

              	
                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;

              


      

       

      
        	
                 

              	
                (y)

              	
                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;

              


      

       

      
        	
                 

              	
                (z)

              	
                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;

              


      

       

      
        	
                 

              	
                (aa)

              	
                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;

              


      

       

      
        	
                 

              	
                (bb)

              	
                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;

              


      

       

      
        	
                 

              	
                (cc)

              	
                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;

              


      

       

      
        	
                 

              	
                (dd)

              	
                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;

              


      

       

      
        	
                 

              	
                (ee)

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

              


      

       

      
        	
                 

              	
                (ff)

              	
                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.

              


      

       

      
        
          	
                  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:

                


        

         



      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        	 	
                9

              	
                Canada
                  - BC, AB, ON, QB

              


      

       

       

      
        	
                 

              	
                (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

              	
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                  - 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