Exhibit 10.1


 





SUBSCRIPTION
AGREEMENT FOR UNITS


 


		TO:	CurrencyWorks
                                         Inc. (the “Corporation”)
                                         of 561 Indiana Court, Los Angeles, California, 90291



 


The
undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase
the number of initial units (“Units”) in the capital of the Corporation set forth below (the “Initial
Units”) for the initial subscription price set forth below (the “Initial Subscription Price”) as
well as the additional Units (“Additional Units”) at the Unit Price (as defined herein) for up to the additional
subscription price set forth below (“Additional Subscription Price”), upon and subject to the terms and conditions
set forth in “Terms and Conditions of Subscription for Units of CurrencyWorks Inc.” attached hereto and forming a
part hereof (the “Subscription Agreement”). Each Unit will be comprised of one common share of the Corporation
(“Common Share”) and one Common Share purchase warrant of the Corporation (“Warrant”). Each
Initial Unit Warrant entitles the holder to purchase one Common Share (“Warrant Share”) at a price equal to
US $1.25 per Warrant Share for a period of five years following the Initial Closing Date (as defined herein).


 


	Global Equity Fund Inc.	 	Maximum
    Commitment Amount (US $): 5,000,000
	 	                 	 	 
	(Full legal name of Subscriber - please print)	 	Initial
    Subscription Price (US $): 1,200,000
	 	 	 	 
	By:		 	Initial
    Units: 1,200,000
	 	(Signature or authorized signature, if applicable)	 	
	 	   	 	Additional
    Subscription Price (US $): 3,800,000
	(Official capacity or title, if applicable – please print)	 	





	 	 	 
	(Please
    print name of individual whose signature appears above if different than the name of the Subscriber printed above.)	 	Delivery
                                         Instructions:

                                                                      

                                                                     (same as above)

	 	 	 
	(Subscriber’s
    address)	 	(Name)
	 	 	 
	 	 	(Account
    reference, if applicable)
	 	 	 
	(Subscriber’s telephone number)	 	
	 	 	(Contact
    name)
	(Subscriber’s
    e-mail address)	 	 
	 	 	(Address)
	 	 	 


 


	Registration
                                         Instructions:

                                                                                (Same as above)
	 	The
    Subscriber or, if applicable, any beneficial purchaser for whom the Subscriber is acting as agent, is (please check the applicable
    box):
	 	 	 
	(Name)	 	 
	 	 	 
		 	[  ] an “insider” of the
    Corporation (as such term is defined        in the Securities Act (Alberta))
	(Account
    reference, if applicable)	 	 
	 	 	[  ] a “registrant”
    (as such term is defined in the Securities        Act (Alberta))
	 	 	 
	(Address)	 	[  ]  neither of the above
	 	 	 


 







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ACCEPTANCE:


 






The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription
Agreement as of this ____ day of ________________, 2021.


 


	CURRENCYWORKS
    INC.	 
	 	                          	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




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TERMS
AND CONDITIONS OF SUBSCRIPTION FOR

UNITS OF CURRENCYWORKS INC.


 


Terms
and Conditions of the Initial Closing


 


		1.	On
                                         the terms and subject to the conditions set forth in this Subscription Agreement, on
                                         the Initial Closing Date the Corporation agrees to issue and sell the Initial Units to
                                         the Subscriber, and the Subscriber agrees to subscribe for and purchase the Initial Units
                                         from the Corporation.



 


		2.	On
                                         the Initial Closing Date and subject to receipt of regulatory approval, the Corporation
                                         shall pay a commitment fee of 8% of the Maximum Commitment Amount (the “Commitment
                                         Fee”).



 


Terms
of the Units


 


		3.	Each
                                         Unit is comprised of one Common Share and one Warrant. The Common Shares and the Warrants
                                         comprising the Units will separate on the Initial Closing Date or a Subsequent Closing
                                         Date (as defined herein), as applicable.



 


		4.	The
                                         Warrants will be created and issued pursuant to the terms of a definitive certificate
                                         representing the Warrants. The Warrants shall be subject to such other terms and conditions
                                         as may be agreed to by the Subscriber and the Corporation and to definitive terms of
                                         the warrant certificate.



 


		5.	Each
                                         whole Warrant issued on the Initial Closing Date entitles the holder thereof to purchase
                                         one Warrant Share at an exercise price equal to US $1.25 per Warrant Share for a period
                                         of five years following the Initial Closing Date.



 


Capital
Calls


 


		6.	Subject
                                         to receipt of regulatory approval, the Corporation may from time to time until 4:00 pm
                                         (Calgary time) on the Expiry Date (as defined herein), unless a Material Adverse Change
                                         (as defined herein) has occurred, make a capital call with respect to the purchase and
                                         subscription of Additional Units (a “Capital Call”) up to the Additional
                                         Subscription Price by delivering a written request to the Subscriber (a “Capital
                                         Call Request”).



 


		7.	Each
                                         Capital Call Request shall state the portion of the Additional Subscription Price requested,
                                         the Unit Price (as defined herein), and the corresponding number of Additional Units
                                         to be subscribed for, and be accompanied by an executed certificate of the Corporation
                                         as contemplated by Section 13 dated as of the date of such Capital Call Request. A Capital
                                         Call may be for no less than US $400,000.



 


		8.	The
                                         Subscriber will have 10 Business Days (as defined herein) from receipt of a Capital Call
                                         Request (a “Subsequent Closing Date”) to fund a Capital Call.



 


		9.	Each
                                         issuance of Additional Units at any Subsequent Closing Date shall be issued to the Subscriber
                                         at the maximum discounted price permitted by the policies of the securities exchange
                                         upon which the Common Shares of the Corporation are then trading (the “Unit
                                         Price”) at the time of the announcement of the subsequent tranche. The Warrants
                                         issuable at each Subsequent Closing Date shall be exercisable into one Common Share at
                                         an exercise price equal to the market price at the time of the announcement of the subsequent
                                         tranche for a period of five years from the applicable Subsequent Closing Date.



 


		10.	At
                                         or before 4:00 p.m. (Calgary time) on a Subsequent Closing Date, the Subscriber shall
                                         pay the portion of the Additional Subscription Price with respect to the Capital Call
                                         by cheque, certified cheque, banker’s draft, wire transfer or such other manner
                                         of payment acceptable to the Corporation. Upon receipt of the portion of the Additional
                                         Subscription Price, the Corporation shall, effective as of the Subsequent Closing Date,
                                         issue or cause to be issued certificates representing fully paid Common Shares and Warrants
                                         to the Subscriber.



 






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		11.	Unless
                                         otherwise agreed in writing by the Corporation and the Subscriber, the Corporation’s
                                         right to request a Capital Call on any undrawn Additional Subscription Price pursuant
                                         to Section 6 shall expire on the date that is 24 months from the Initial Closing Date
                                         (the “Expiry Date”).



 


		12.	Subject
                                         to receipt of regulatory approval, the Corporation shall pay a standby fee of 5% on the
                                         aggregate of any undrawn Additional Subscription Price on the:



 


		(a)	date
                                         that is 12 months from the Initial Closing Date; and



 


		(b)	the
                                         Expiry Date, as applicable.



 


Required
Deliveries


 


		13.	On
                                         any Subsequent Closing Date pursuant to which the Subscriber is required to make a payment
                                         to acquire Additional Units:



 


		(a)	the
                                         Corporation shall deliver to the Subscriber a certificate, dated as of the Subsequent
                                         Closing Date, executed by two senior officers of the Corporation (in their capacities
                                         as officers of the Corporation and not in their personal capacities) setting out a confirmation
                                         that the representations and warranties contained in this Subscription Agreement are
                                         and remain true and correct in all material respects as if made on the Subsequent Closing
                                         Date, with all references to “Closing” including the closing of the purchase
                                         and sale of the Subsequent Closing Date and all references to “Closing Date”
                                         including the Subsequent Closing Date, the delivery and accuracy of which shall be a
                                         pre-condition to the obligation of the Subscriber to purchase Units as required by this
                                         Subscription Agreement (but subject always to the Subscriber’s waiver of such requirement);
                                         provided that the certificate may also set forth any exceptions to such representations
                                         and warranties that may be required in order to allow such officers to deliver such certificate
                                         as of such date, as long as such exceptions were also specified in the certificate delivered
                                         with the Capital Call Request; and



 


		(b)	the
                                         Subscriber shall, upon the request of the Corporation, deliver to the Corporation a certificate,
                                         dated as of the Subsequent Closing Date, setting out such representations and information
                                         as may be reasonably required by the Corporation to avail itself of the prospectus and
                                         registration exemptions under applicable securities laws, the delivery and accuracy of
                                         which shall be a pre-condition to the obligation of the Corporation to issue securities
                                         as required by this Subscription Agreement (but subject always to the Corporation’s
                                         waiver of such requirement).



 


Adjustment
to Unit Price and Additional Units


 


	14.	If and whenever there is:




 


		(a)	a
                                         reclassification of the Common Shares or a capital reorganization of the Corporation;



 


		(b)	a
                                         consolidation, amalgamation or merger of the Corporation with or into any other body
                                         corporate, trust, partnership or other entity; or



 


		(c)	a
                                         sale or conveyance of the property and assets of the Corporation as an entirety or substantially
                                         as an entirety to any other body corporate, trust, partnership or other entity,



 


then
the Subscriber shall be obligated to subscribe for and purchase, and the Corporation shall be obligated to issue and sell, in
lieu of the Additional Units which the Subscriber was previously obligated to subscribe for and purchase and the Corporation was
obligated to issue and sell, the kind and amount of securities or property which the Subscriber would have been entitled to receive
as a result of such event if, on the effective date thereof, the Subscriber had been the registered holder of the number of securities
to which the Subscriber was previously entitled upon the subscription for an purchase of the previously unissued Additional Units;
provided that the aggregate Additional Subscription Price as shown on the face page hereof shall be neither increased nor decreased.


 




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		15.	The
                                         adjustment provided for in Section 14 is cumulative and apply (without duplication) to
                                         successive events resulting in any adjustments.



 


		16.	In
                                         the event the Corporation shall take any action affecting the Offered Securities or the
                                         holders thereof, and, in the opinion of the board of directors of the Corporation (the
                                         “Board”), acting reasonably, the adjustment provisions of Section
                                         14 is not strictly applicable or, if strictly applicable, would not fairly protect the
                                         rights of the Subscriber and the Corporation in accordance with the intent and purposes
                                         hereof, the provisions of Section 14 shall be deemed to be adjusted in such manner, if
                                         any, and at such time, as the Board may reasonably determine to be equitable to the Subscriber
                                         and the Corporation in such circumstances. Failure of the taking of action by the Board
                                         (including the passing of a resolution) so as to provide for an adjustment prior to the
                                         effective date of any action by the Corporation affecting the Common Shares or the holders
                                         thereof shall be conclusive evidence that the Board (excluding the nominee of the Subscriber)
                                         has determined that it is equitable to make no adjustment in the circumstances.



 


Subscriber
Costs


 


		17.	On
                                         the Initial Closing Date and any applicable Subsequent Closing Date, the Corporation
                                         shall reimburse the Subscriber for all reasonable expenses, including legal fees, charges
                                         and disbursements, of the Subscriber incurred as a result of, or associated with, the
                                         transactions contemplated in this Subscription Agreement, including in connection with
                                         any subscription for Additional Units (the “Subscriber Costs”).



 


Representations,
Warranties and Covenants by Subscriber


 


		18.	By
                                         executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable,
                                         on behalf of any beneficial purchaser for whom the Subscriber is contracting) (and for
                                         the purpose of the following representations, warranties and covenants, any reference
                                         to the “Subscriber” or “it” includes the Subscriber and each
                                         person on whose behalf the Subscriber is contracting) represents, warrants, confirms,
                                         acknowledges, agrees and covenants to the Corporation and its counsel (and acknowledges
                                         that the Corporation and its counsel are relying thereon), both at the date hereof and
                                         at the Closing Time (as defined herein), that:



 


		(a)	the
                                         Subscriber: (i) has been independently advised as to and is aware of the applicable restrictions
                                         with respect to the resale of or trading in the Common Shares, Warrants and Warrant Shares
                                         (collectively, the “Offered Securities”) imposed by the applicable
                                         securities legislation, the regulations and rules made thereunder and all administrative
                                         policy statements, blanket orders, notices, directions and rulings issued by the applicable
                                         securities commission, all as amended; and (ii) acknowledges that it is aware of the
                                         characteristics of the Offered Securities, the risks relating to an investment therein
                                         and of the fact that it may not be able to resell the Offered Securities except in accordance
                                         with limited exemptions under applicable securities legislation and regulatory policies
                                         until the expiry of any applicable restricted period and compliance with the other requirements
                                         of applicable law;



 


		(b)	the
                                         Subscriber: (i) has been advised to consult its own legal advisors with respect to applicable
                                         restrictions on the resale of the Offered Securities; (ii) is solely responsible (and
                                         the Corporation is not in any way responsible) for compliance with applicable resale
                                         restrictions; (iii) will comply with such resale restrictions; and (iv) agrees that all
                                         certificates representing the Offered Securities will bear a legend indicating that the
                                         resale of such Offered Securities is restricted;



 






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		(c)	in
                                         addition to hold periods imposed by U.S. securities laws, it acknowledges that the Units,
                                         including the underlying Offered Securities, will be subject to a “restricted period”
                                         under applicable Canadian securities laws of four months plus one day from the later
                                         of the applicable Initial Closing Date or Subsequent Closing Date, during which time
                                         the Subscriber may not trade the Offered Securities without filing a prospectus or being
                                         able to rely on one of the limited exemptions from the requirement to file a prospectus
                                         under applicable securities laws and any certificates representing the Offered Securities
                                         will bear a legend to the effect of the foregoing;



 


		(d)	the
                                         Subscriber is a corporation with a permanent establishment in such jurisdiction as set
                                         out on “Subscriber’s address” line of the face page of this Subscription
                                         Agreement and the purchase by and sale to the Subscriber of the Units, and any act, solicitation,
                                         conduct or negotiation directly or indirectly in furtherance of such purchase and sale
                                         (whether with respect to the Subscriber or any beneficial purchaser) has occurred only
                                         in such jurisdiction;



 


		(e)	the
                                         Subscriber is either:



 


		(i)	purchasing
                                         as principal for its own account and not for the benefit of any other person; or



 


		(ii)	a
                                         portfolio manager that is registered or exempted from registration as a portfolio manager
                                         under the applicable securities legislation and the Subscriber is purchasing the securities
                                         as an agent for accounts that are fully managed by it, provided that, as used herein
                                         an account is “fully managed” by the Subscriber only if the Subscriber makes
                                         the investment decisions for the account and has full discretion to purchase or sell
                                         securities for the account without requiring the client’s express consent to a
                                         transaction;



 


		(f)	the
                                         Subscriber is an “accredited investor” as defined in National Instrument
                                         45-106 – Prospectus Exemptions (“NI 45-106”) or the Securities
                                         Act (British Columbia), as applicable, and the Subscriber has so indicated by checking
                                         the box opposite each category on such Schedule A which so describes it or the beneficial
                                         purchaser, as applicable, and, if the Subscriber has checked box (j), (k) or (l) of Schedule
                                         A, the Subscriber has completed and signed two copies of Schedule B to this Subscription
                                         Agreement, and the Subscriber acknowledges that by signing this Subscription Agreement
                                         it is certifying that the statements made by checking the appropriate accredited investor
                                         categories are true and correct;



 


		(g)	if
                                         the Subscriber was not created and is not being used primarily to permit any individual
                                         to purchase securities without a prospectus;



 


		(h)	it
                                         certifies and acknowledges that:



 


		(i)	no
                                         federal, provincial or state agency, government authority, regulatory body, stock exchange
                                         or other entity in Canada has either received this Subscription Agreement or any other
                                         documents which the Corporation has provided or made available to a Subscriber or made
                                         any finding or determination as to the merits of this investment, and no such agencies,
                                         governmental authorities, regulatory bodies, stock exchanges or other entities have made
                                         any recommendation or endorsement with respect to the Offered Securities;



 


		(ii)	there
                                         is no government or other insurance covering the Offered Securities;



 






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		(iii)	there
                                         are risks associated with the purchase of the Offered Securities;



 


		(iv)	there
                                         are restrictions on the Subscriber’s ability to resell the Offered Securities and
                                         it is the responsibility of the Subscriber to find out what those restrictions are and
                                         to comply with them before selling any of the Offered Securities;



 


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



 


		(i)	that
                                         any person will resell or repurchase the Offered Securities;



 


		(ii)	that
                                         any person will refund the purchase price of the Offered Securities;



 


		(iii)	as
                                         to the future price or value of any of the Offered Securities; or



 


		(iv)	that
                                         any application will be made to list the Offered Securities on a stock exchange;



 


		(j)	the
                                         Subscriber acknowledges that the Units, including the underlying Offered Securities have
                                         not been and will not be registered under the United States Securities Act of 1933
                                         (the “U.S. Securities Act”) or the securities laws of any state
                                         of the United States and the Offered Securities may not be offered or sold unless subsequently
                                         registered under the U.S. Securities Act and the securities laws of all applicable states
                                         of the United States or unless an exemption from such registration requirements is available,
                                         and that the Corporation has no obligation or present intention of filing a registration
                                         statement under the U.S. Securities Act in respect of the securities;



 


		(k)	the
                                         Subscriber is not a “U.S. Person” or a person within the United States
                                         (as such terms are defined in Rule 902 of Regulation S promulgated under the U.S. Securities
                                         Act, and for further clarity in this Subscription Agreement, U.S. Person includes, but
                                         is not limited to, a natural person resident in the United States, a partnership or corporation
                                         organized or incorporated in the United States, and a trust or estate of which any trustee,
                                         administrator or executor is a U.S. Person) and it is not acquiring the Units for the
                                         account or benefit of the U.S. Person or any person within the United States, the Units
                                         were not offered to the Subscriber in the United States or when the Subscriber was in
                                         the United States and this Subscription Agreement has not been signed in the United States;



 


		(l)	the
                                         Subscriber has been advised to and has had the opportunity to consult its own legal and
                                         tax advisors with respect to this Subscription Agreement, the Schedules attached hereto
                                         and the transactions contemplated hereby (including without limitation any applicable
                                         resale restrictions and tax considerations) and it (or any beneficial purchaser for whom
                                         the Subscriber is acting as agent hereunder) is solely responsible for obtaining such
                                         legal and tax advice and for compliance with applicable resale restrictions and applicable
                                         tax legislation;



 


		(m)	the
                                         Subscriber confirms that it:



 


		(i)	possesses
                                         such financial and investment experience and knowledge or has received advice from a
                                         registered person other than the Corporation or any affiliates thereof as to be capable
                                         of evaluating the merits and risks of the proposed investment (including potential loss
                                         of its entire investment);



 






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		(ii)	is
                                         aware of the characteristics of the Units and understands the risks relating to an investment
                                         therein; and



 


		(iii)	is
                                         able to bear the economic risk of loss of its investment in the Units;



 


		(n)	the
                                         Subscriber acknowledges that:



 


		(i)	the
                                         Subscriber, in making the decision to invest in the Units, has relied solely upon the
                                         information provided in this Subscription Agreement and the Subscriber’s own investigation
                                         of the Corporation, which investigation has provided the Subscriber with all the information
                                         the Subscriber has deemed necessary for the purposes of its investment decision, and
                                         not upon any oral or other written representation as to fact or otherwise made by or
                                         on behalf of the Corporation or otherwise;



 


		(ii)	it
                                         has not received, has not requested and has no need to receive any offering memorandum,
                                         prospectus or other document describing or purporting to describe the business and affairs
                                         of the Corporation which has been prepared for delivery to, and review by, prospective
                                         subscribers in order to assist them in making an investment decision in respect of the
                                         Units;



 


		(iii)	it
                                         has received all the information that it considers necessary or appropriate for deciding
                                         whether to purchase the Units and understands that any discussions with representatives
                                         of the Corporation, as well as any information issued by the Corporation, were intended
                                         to describe certain aspects of the Corporation’s business and prospects, but were
                                         not necessarily a thorough or exhaustive description;



 


		(iv)	any
                                         business plans prepared by the Corporation have been, and continue to be, subject to
                                         change and any projections included in such business plans or otherwise are necessarily
                                         speculative in nature, and it can be expected that some or all of the assumptions underlying
                                         the projections will not materialize or will vary significantly from actual results;
                                         and



 


		(v)	it
                                         has carefully read and reviewed this Subscription Agreement and has asked such questions
                                         of management of the Corporation and received all information as deemed necessary for
                                         it to make an informed decision with respect to the investment hereunder;



 


		(o)	it
                                         has not become aware of any advertisement in printed media of general and regular paid
                                         circulation (or other printed public media), radio, television or telecommunications
                                         or other form of advertisement (including electronic display such as the Internet) with
                                         respect to the distribution of the Units;



 


		(p)	the
                                         Subscriber has full right, power and authority to execute and deliver this Subscription
                                         Agreement and to take all actions required pursuant hereto and, if the Subscriber is
                                         a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction
                                         of incorporation and all necessary approvals by its directors, shareholders and others
                                         have been given to authorize execution of this Subscription Agreement on behalf of the
                                         Subscriber;



 


		(q)	the
                                         entering into of this Subscription Agreement and the transactions contemplated hereby
                                         will not result in the violation of any of the terms and provisions of any law applicable
                                         to, or the constating documents of, the Subscriber;



 






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		(r)	this
                                         Subscription Agreement has been duly authorized by the Subscriber, and, upon acceptance
                                         by the Corporation, will constitute a legal, valid and binding agreement of the Subscriber
                                         enforceable against the Subscriber in accordance with its terms, subject to the qualification
                                         that enforcement thereof is subject to applicable bankruptcy, insolvency, reorganization
                                         or other laws affecting creditors’ rights generally;



 


		(s)	the
                                         Subscriber acknowledges that an investment in the Units must be considered speculative,
                                         is subject to a number of risk factors and that the Subscriber could lose its entire
                                         investment in the Units;



 


		(t)	if
                                         required by applicable securities legislation, policy or order or by any securities commission,
                                         stock exchange or other regulatory authority, the Subscriber will execute, deliver, file
                                         and otherwise assist the Corporation in filing, such reports, undertakings and other
                                         documents with respect to the issue of the Units as may be required;



 


		(u)	the
                                         Subscriber understands and acknowledges that Units are being offered for sale only on
                                         a “private placement” basis and that the sale and delivery of the Units is
                                         conditional upon such sale being exempt from the requirements as to the filing of a prospectus
                                         or upon the issuance of such orders, consents or approvals as may be required to permit
                                         such sale without the requirement of filing a prospectus or delivering an offering memorandum
                                         and, as a consequence: (i) it is restricted from using most of the civil remedies available
                                         under applicable securities legislation; (ii) it may not receive information that would
                                         otherwise be required to be provided to it under applicable securities legislation; (iii)
                                         the common law may not provide it with an adequate remedy in the event that it suffers
                                         investment loss in connection with securities acquired in a private placement; and (iv)
                                         the Corporation is relieved from certain obligations that would otherwise apply under
                                         applicable securities legislation;



 


		(v)	if
                                         the Subscriber is not purchasing as principal and is acting as agent for a beneficial
                                         purchaser, the Subscriber represents and warrants that it is duly authorized to enter
                                         into this Subscription Agreement for and on behalf of such beneficial purchaser and to
                                         execute all documentation in connection with the purchase of the Units on behalf of such
                                         beneficial purchaser and acknowledges that the Corporation may be required by law to
                                         disclose to certain regulatory authorities the identity of each beneficial purchaser
                                         of Units for whom it may be acting; and



 


		(w)	the
                                         Subscriber acknowledges that the offer made by this subscription is irrevocable.



 


		19.	The
                                         Subscriber (on its own behalf and, if applicable, on behalf of any beneficial purchaser
                                         for whom the Subscriber is contracting) agrees that the representations, warranties and
                                         covenants of the Subscriber herein will be true and correct both as of the execution
                                         of this Subscription Agreement and as of the Closing Time and will survive the completion
                                         of the issuance of the Offered Securities and shall continue in full force and effect
                                         notwithstanding the subsequent disposition by it of any or all of the Offered Securities.
                                         The representations, warranties and covenants of the Subscriber herein are made with
                                         the intent that they be relied upon by the Corporation and its counsel in determining
                                         the Subscriber’s suitability as a purchaser of the Units, and the Subscriber hereby
                                         agrees to indemnify and hold harmless the Corporation and its trustees, affiliates, shareholders,
                                         directors, officers, partners, employees, advisors and agents (including their counsel)
                                         from and against all losses, claims, costs, expenses and damages or liabilities which
                                         any of them may suffer or incur as a result of reliance thereon (including, but not limited
                                         to, any fees, costs and expenses whatsoever reasonably incurred in investigating, preparing
                                         or defending against any claim, lawsuit, administrative proceeding or investigation commenced
                                         or threatened or any claim whatsoever arising out of or based upon any representation,
                                         warranty or acknowledgement of the Subscriber (and, if applicable, the others for whom
                                         it is contracting hereunder) 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). With respect to any indemnified person who is not a party to
                                         this Subscription Agreement, it is the intention of the Subscriber (and, if applicable,
                                         the others for whom it is contracting hereunder) to constitute the Corporation as trustee
                                         for such indemnified persons of the rights and benefits contained herein and the Corporation
                                         agrees to accept such trust and to hold the rights and benefits herein in trust for and
                                         on behalf of each such indemnified person. The Subscriber undertakes to immediately notify
                                         the Corporation, CurrencyWorks Inc., at 561 Indiana Court, Los Angeles, California, 90291
                                         of a change in any representation, warranty, statement or other information relating
                                         to the Subscriber set forth herein which takes place prior to the Closing Time.



 




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Representations,
Warranties and Covenants by Corporation


 


		20.	By
                                         executing this Subscription Agreement, the Corporation represents, warrants, confirms,
                                         acknowledges, agrees and covenants to the Subscriber (on its own behalf and, if applicable,
                                         on behalf of any beneficial purchaser for whom the Subscriber is contracting) and its
                                         counsel (and acknowledges that the Subscriber and its counsel are relying thereon), both
                                         at the date hereof and at the Closing Time, that:



 


		(a)	the
                                         Corporation has the full corporate right, power and authority to enter into this Subscription
                                         Agreement and to issue the Offered Securities subject to this Subscription Agreement
                                         to the Subscriber;



 


		(b)	subject
                                         to receipt of regulatory approval, the execution and delivery of, and the performance
                                         of the terms of this Subscription Agreement by the Corporation, including the issuance
                                         of the Offered Securities, does not and will not:



 


		(i)	constitute
                                         a breach of or default under the constating documents of the Corporation or any law,
                                         regulation, order or ruling applicable to the Corporation or any agreement, contract
                                         or indenture to which the Corporation is a party or by which it is bound; or



 


		(ii)	create
                                         a right for any other party to terminate, accelerate or in any way alter any other rights
                                         existing under any indenture, mortgage, note, contract, agreement (written or oral),
                                         instrument, lease or other document to which the Corporation or any subsidiary of the
                                         Corporation is a party or by which any of them is bound which, upon exercise of such
                                         right, might reasonably be expected to materially adversely affect the business, operations,
                                         capital or condition (financial or otherwise) of the Corporation or any subsidiary of
                                         the Corporation or the assets of the Corporation or any subsidiary of the Corporation;



 


		(c)	no
                                         securities commission or similar regulatory authority has issued any order preventing
                                         or suspending trading of any securities of the Corporation or any subsidiary of the Corporation
                                         and no such proceeding is, to the knowledge of the Corporation, pending, contemplated
                                         or threatened;



 


		(d)	neither
                                         the Corporation or any of its subsidiaries is in default of any requirement of applicable
                                         securities laws, including those of the TSX Venture Exchange, Canadian Securities Exchange
                                         and any securities commission, as applicable;



 


		(e)	the
                                         Corporation has adopted and adhered to corporate governance practices substantially similar
                                         to those recommended for reporting issuers (under applicable securities laws) with securities
                                         listed on the TSX Venture Exchange or Canadian Securities Exchange (whether such practices
                                         are recommended by the TSX Venture Exchange, Canadian Securities Exchange, securities
                                         commission or otherwise) as applicable;



 






    	 	10	 



    	 



    

 


		(f)	the
                                         Offered Securities issued pursuant to the Subscription Agreement shall be duly and validly
                                         created, authorized and issued by the Corporation on the Initial Closing Date or any
                                         applicable Subsequent Closing Date as fully paid and non-assessable;



 


		(g)	once
                                         issued in accordance with the terms and conditions hereof, the Offered Securities shall
                                         be issued to the Subscriber free of all liens, mortgages, charges, security interests,
                                         pledges, demands, pre-emptive rights, encumbrances or other adverse claims of any kind
                                         whatsoever created by, through or under the Corporation;



 


		(h)	the
                                         Corporation shall promptly inform the Subscriber in writing during the period from the
                                         date of this Subscription Agreement to the Expiry Date of any Material Adverse Change;



 


		(i)	the
                                         Corporation shall make, in accordance with applicable securities laws, all filings and
                                         reports of the sale of the Initial Units and, subject to Section 13(b), otherwise as
                                         necessary to be made by the Corporation to facilitate the availability of exemptions
                                         from registration and prospectus requirements in respect of the sale of the Initial Units
                                         and Additional Units;



 


		(j)	none
                                         of the Corporation or any of its subsidiaries has received any notice of and is not in
                                         default or violation of any order, rule, regulation, writ, injunction or decree of any
                                         court of governmental authority or any statute, regulation, rule, policy or by-law which
                                         might materially and adversely affect the business, property or financial condition of
                                         the Corporation;



 


		(k)	none
                                         of the Corporation or any of its subsidiaries is in breach or default, has received any
                                         notice of default or violation, and none is aware of any potential or threatened notice
                                         of alleged default or violation, of the provisions of any contracts, agreements, indentures
                                         or instruments to which the Corporation or any subsidiary of the Corporation is a party,
                                         except to the extent that any breach, default or violation, individually or in the aggregate,
                                         does not and is not reasonably expected to have a material adverse effect on the business,
                                         operations, capital or condition (financial or otherwise) of the Corporation or its properties
                                         or assets (on a consolidated basis);



 


		(l)	the
                                         Corporation and each of its subsidiaries has filed all material statements and reports
                                         required to be filed with any governmental authority having jurisdiction and the Corporation
                                         and each of its subsidiaries has complied and is complying in all material respects with
                                         all laws, regulations, rules, policies, instruments and by-laws of governmental or regulatory
                                         authorities applicable to the Corporation and such subsidiary and the conduct of the
                                         Corporation’s and such subsidiary’s business and the Corporation is not aware
                                         of any legislation, regulation, rule or lawful requirements presently in force or proposed
                                         to be brought into force which the Corporation anticipates the Corporation or any subsidiary
                                         of the Corporation will be unable to comply with without materially adversely affecting
                                         the Corporation (on a consolidated basis);



 


		(m)	the
                                         Corporation and each of its subsidiaries has all requisite power and authority and has
                                         all necessary registrations, licenses and permits to carry on its respective business
                                         as now conducted by it and to own, lease and operate its properties and assets and all
                                         such licenses, registrations or qualifications which are material are valid and existing
                                         in good standing;



 


		(n)	the
                                         information and statements, other than any forecasts, projections or opinions, which
                                         have been provided to the Subscriber on behalf of the Corporation (collectively, the
                                         “Corporate Information”) were true and correct in all material respects (and
                                         did not omit any material facts), as of the respective dates of such information or statements
                                         and as at the date hereof and the Initial Closing Date, provided that in the event that
                                         any of the information comprising the Corporate Information has been subsequently amended
                                         or superseded by the Corporation and disclosed to the Subscriber, such amendment or modification
                                         shall, to the extent thereof, be deemed to replace the applicable Corporate Information
                                         for the purposes of this representation;



 






    	 	11	 



    	 



    

 


		(o)	there
                                         has not been any Material Adverse Change in the business, affairs, prospects, results
                                         of operations, condition (financial or otherwise), assets, liabilities or obligations
                                         (absolute, accrued, contingent or otherwise) of the Corporation or any of its subsidiaries
                                         since its incorporation which has not been disclosed in writing to the Subscriber prior
                                         to the date hereof;



 


		(p)	there
                                         are no outstanding judgments against the Corporation or any of its subsidiaries or any
                                         consent decrees or injunctions to which the Corporation or any of its subsidiaries is
                                         subject or by which any of their assets are bound and there are no claims, proceedings,
                                         actions or lawsuits in existence, or to the best of the Corporation’s knowledge
                                         threatened or asserted, against the Corporation or any of its subsidiaries or with respect
                                         to any of the assets of the Corporation or any of its subsidiaries or the interests of
                                         the Corporation or any of its subsidiaries therein that would materially and adversely
                                         affect the business, property or financial condition of the Corporation or any of its
                                         subsidiaries, including but not limited to environmental actions or claims, or which
                                         affect or may affect the distribution of the Offered Securities or which would impair
                                         the ability of the Corporation or any of its subsidiaries to consummate the transactions
                                         contemplated hereby or to duly observe and perform any of its covenants or obligations
                                         contained in this Subscription Agreement or the agreements contemplated herein and the
                                         Corporation is not aware of any existing ground on which such action, suit, proceeding
                                         or inquiry might be commenced with any reasonable likelihood of success;



 


		(q)	there
                                         are no restrictions on the transfer of the Offered Securities contained in the articles
                                         or by-laws of the Corporation or any other agreement or instrument to which it is a party
                                         or by which it is bound, other than the requirement for Board approval, the restrictions
                                         imposed by applicable securities laws or this Subscription Agreement;



 


		(r)	there
                                         is no person acting or purporting to act for the Corporation or any of its subsidiaries
                                         entitled to any brokerage or finder’s fee in connection with this Subscription
                                         Agreement or any of the transactions contemplated hereunder;



 


		(s)	the
                                         Corporation and its subsidiaries have paid all taxes, governmental charges, penalties,
                                         interest and other fines due and payable by them and which are claimed by any governmental
                                         authority to be due and owing and adequate provision has been made for taxes payable
                                         for any fiscal period for which tax returns are not yet required and there are no agreements,
                                         waivers, or other arrangements providing for an extension of time with respect to the
                                         filing of any tax return or payment of any tax, governmental charge or deficiency by
                                         the Corporation or any of its subsidiaries and there are no actions, suits, proceedings,
                                         investigations or claims threatened or pending against the Corporation or any of its
                                         subsidiaries in respect of taxes, governmental charges or assessments or any matters
                                         under discussion with any governmental authority relating to taxes, governmental charges
                                         or assessments asserted by any such authority;



 


		(t)	neither
                                         the Corporation nor any of its subsidiaries is a party to or bound by any written or
                                         oral agreement or instrument under which the subscription by the Subscriber under this
                                         Subscription Agreement would require a payment of any amount or cause the acceleration
                                         of the payment of any amount by the Corporation or any of its subsidiaries;



 


		(u)	other
                                         than as publicly disclosed, none of the directors, former directors, officers, former
                                         officers, shareholders, former shareholders or employees of the Corporation or any of
                                         its subsidiaries or any person or corporation not dealing at arm’s length with
                                         any of the foregoing is indebted to the Corporation or any of its subsidiaries;



 






    	 	12	 



    	 



    

 


		(v)	other
                                         than as publicly disclosed, to the knowledge of the Corporation, after due inquiry, none
                                         of its (or its subsidiaries) directors or officers are now, or have ever been, subject
                                         to an order or ruling of any securities regulatory authority or stock exchange prohibiting
                                         such individual from acting as a director or officer of a public company or of a company
                                         listed on a particular stock exchange;



 


		(w)	other
                                         than as publicly disclosed, the Corporation does not have in place a shareholder rights
                                         protection plan and, to the knowledge of the Corporation, neither the Corporation or
                                         any of its shareholders is a party to any shareholders agreement, pooling agreement,
                                         voting trust or similar type of arrangements in respect of outstanding securities of
                                         the Corporation;



 


		(x)	other
                                         than as publicly disclosed, to the best of the Corporation’s knowledge, no director,
                                         officer or employee of the Corporation or any of its subsidiaries and no entity that
                                         is an affiliate or associate of one or more of such individuals (within the meaning of
                                         applicable securities laws):



 


		(i)	owns,
                                         directly or indirectly, any interest in (except for shares representing less than 10%
                                         of the outstanding shares of any class or series of shares of any company), or is an
                                         officer, director, employee or consultant of, any person which is, or is engaged in business
                                         as, a material competitor of the Corporation or its business or a lessor, lessee, supplier,
                                         distributor, sales agent or customer of the Corporation or its business (in each case,
                                         on a consolidated basis);



 


		(ii)	owns,
                                         directly or indirectly, in whole or in part, any property that the Corporation or any
                                         of its subsidiaries uses in the operation of the Corporation’s business (on a consolidated
                                         basis); or



 


		(iii)	has
                                         any cause of action or other claim whatsoever against the Corporation or any of its subsidiaries
                                         in connection with the Corporation’s business (on a consolidated basis); and



 


		(y)	none
                                         of the Corporation, its subsidiaries or any of their respective directors, officers,
                                         agents, employees or other persons associated with or acting on behalf of such entity:



 


		(iv)	has
                                         used any funds of such entity for any unlawful contribution, gift, entertainment or other
                                         unlawful expense relating to political activity;



 


		(v)	has
                                         violated or is in violation of any provision of the Corruption of Foreign Public Officials
                                         Act (Canada), or any other similar anti-corruption Laws applicable to such person;



 


		(vi)	has
                                         made, directly or indirectly, any unlawful payment or offer or promise to pay any money,
                                         gift or anything of value to any foreign public official (as defined in the Corruption
                                         of Foreign Public Officials Act (Canada)), domestic official or employee; or



 


		(vii)	has
                                         made, directly or indirectly, any illegal bribe, rebate, payoff, influence payment, kickback
                                         or other unlawful payment.



 




    	 	13	 



    	 



    



 


	21.	The
    Corporation agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both
    as of the execution of this Subscription Agreement and as of the Closing Time and will survive the completion of the issuance
    of the Offered Securities and shall continue in full force and effect notwithstanding the subsequent disposition by it of
    any or all of the Offered Securities. The representations, warranties and covenants of the Corporation herein are made with
    the intent that they be relied upon by the Subscriber and its counsel in determining the Subscriber’s decision to purchase
    the Units, and the Corporation hereby agrees to indemnify and hold harmless the Subscriber and its trustees, affiliates, shareholders,
    directors, officers, partners, employees, advisors and agents (including their counsel) from and against all losses, claims,
    costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon (including,
    but not limited to, any fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against
    any claim, lawsuit, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out
    of or based upon any representation, warranty or acknowledgement of the Corporation contained herein or in any document furnished
    by the Corporation to the Subscriber in connection herewith being untrue in any material respect or any breach or failure
    by the Corporation to comply with any covenant or agreement made by the Corporation herein or in any document furnished by
    the Corporation to the Subscriber in connection herewith). With respect to any indemnified person who is not a party to this
    Subscription Agreement, it is the intention of the Corporation to constitute the Subscriber as trustee for such indemnified
    persons of the rights and benefits contained herein and the Subscriber agrees to accept such trust and to hold the rights
    and benefits herein in trust for and on behalf of each such indemnified person. The Corporation undertakes to immediately
    notify the Subscriber of a change in any representation, warranty, statement or other information relating to the Corporation
    set forth herein which takes place prior to the Closing Time.
	 	 	 
	Initial
    Closing
	 	 	 
	22.	Subject
    to receipt of regulatory approval, the issuance of the Initial Units pursuant to this Subscription Agreement will be completed
    electronically at 4:00 p.m. (Calgary time) or such other time as agreed to by the Corporation and the Subscriber (the “Closing
    Time”) on March 31, 2021, or such other date as agreed to by the Corporation and the Subscriber (the “Initial
    Closing Date”).
	 	 
	23.	On
    or before March 19, 2021, unless otherwise agreed to by the Corporation and the Subscriber, the Corporation and the Subscriber
    will exchange duly completed and originally executed copies of this Subscription Agreement (including all applicable Schedules
    attached hereto).
	 	 
	24.	On
    the Initial Closing Date, the Corporation shall deliver or cause to be delivered to the Subscriber:
	 	 	 
	 	(a)	certificates
    evidences the Common Shares and Warrants in respect of the Initial Units, issued and registered as set out on the face page
    of this Subscription Agreement;
	 	 	 
	 	(b)	a
    cheque, banker’s draft or evidence of a wire transfer for the Commitment Fee and any Subscriber Costs made payable to
    Global Equity Fund Inc.;
	 	 	 
	 	(c)	a
    certified copy of the of the resolution of the directors of the Corporation authorizing the execution and delivery of this
    Subscription Agreement and each of the agreements and instruments to be delivered on the Initial Closing Date, and approving
    the issuance of the Common Shares and Warrants in respect of the Initial Units; and
	 	 	 
	 	(d)	all
    such other instruments and documents as the Subscriber may reasonably require.
	 	 	 
	25.	On
    the Initial Closing Date, the Subscriber shall deliver or cause to be delivered to the Corporation:
	 	 	 
	 	(a)	a
    cheque, banker’s draft or evidence of a wire transfer for the Initial Subscription Price made payable to “CurrencyWorks
    Inc.” or to such other party as the Corporation may direct; and
	 	 	 
	 	(b)	all
    such other instruments and documents as the Corporation may reasonably require.



 






    	 	14	 



    	 



    

 


	26.	The
    Subscriber consents to the filing of such undertakings, questionnaires and other documents as may be required to be filed
    with any stock exchange or securities regulatory authority in connection with the transactions contemplated under this Subscription
    Agreement.
	 	 
	27.	The
    Subscriber represents and warrants that the Initial Subscription Price 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 “PCMLA”) or any other applicable similar legislation and acknowledges that
    the Corporation may in the future be required by law to disclose its name and other information relating to this Subscription
    Agreement and the transaction contemplated hereby, on a confidential basis, pursuant to the PCMLA or other applicable legislation.
    The Subscriber represents that none of the subscription funds to be provided by the Subscriber (i) have been or will be derived
    from or related to any activity that is deemed criminal under the law of Canada, the United States 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. The
    Subscriber shall promptly notify the Corporation if it discovers that any of such representations ceases to be true and provide
    the Corporation with appropriate information in connection therewith.
	 	 
	28.	The
    Corporation will be entitled to rely on delivery of executed subscriptions by electronic transmission, and acceptance by the
    Corporation of executed subscriptions by electronic transmission will be legally effective to create a valid and binding agreement
    between the Subscriber and the Corporation in accordance with the terms hereof.
	 	 	 
	General
	 	 	 
	29.	A
    “Material Adverse Change” means the occurrence of an event, result or consequence which has , or would,
    reasonably be expected to have, a materially adverse effect on the business, assets (including tangible assets), liabilities,
    financial condition, property or prospects of the Corporation.
	 	 
	30.	A
    “Business Day” means a day which is not a Saturday or Sunday or any other day when banks in Calgary, Alberta
    or Vancouver, British Columbia are not generally open for business and, if any period expires or any day on which any action
    is to be taken under this Subscription Agreement falls on a day which is not a business day, it shall be deemed to refer to
    the next business day.
	 	 
	31.	Terms
    used in this Subscription Agreement and not otherwise defined and which are defined in the Securities Act (British
    Columbia) have the meanings defined in the Securities Act (British Columbia) unless the context otherwise requires.
	 	 
	32.	This
    Subscription Agreement is to be read with all changes in gender or number required by the context.
	 	 
	33.	The
    headings in this Subscription Agreement are for convenience of reference only and do not affect the interpretation of this
    Subscription Agreement.
	 	 
	34.	A
    reference to a Section is a Section of this Subscription Agreement unless otherwise specified.
	 	 
	35.	In
    this Subscription Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise
    herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended,
    re-enacted or replaced and includes any regulation made thereunder.
	 	 
	36.	The
    Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any
    special counsel retained by the Subscriber) relating to the sale of the Units to the Subscriber will be borne by the Subscriber.
	 	 



 


	37.	The
    contract arising out of this Subscription Agreement and all documents relating thereto will be governed by and construed in
    accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding
    rules of private international law that lead to the application of the laws of any other jurisdiction. The parties irrevocably
    attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.
	 	 
	38.	Time
    is of the essence in this Subscription Agreement.
	 	 
	39.	This
    Subscription Agreement enures to the benefit of and is binding upon the respective heirs, executors, administrators, successors
    and permitted assigns of the parties hereto.
	 	 
	40.	This Subscription Agreement (including the Schedules
attached hereto) represents 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.
	 	 
	41.	No
    amendment to this Subscription Agreement will be valid or binding unless set forth in writing and duly executed by the parties
    hereto. No waiver of any breach of any provision of this Subscription Agreement will be effective or binding unless made in
    writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific
    breach waived.
	 	 
	42.	The
    covenants, representations and warranties contained herein will survive the Closing Time and the Subscriber acknowledges that
    such representations, warranties and covenants will continue in full force and effect notwithstanding any subsequent disposition
    by the Subscriber of any of Offered Securities.
	 	 
	43.	In
    this Subscription Agreement (including attachments), references to “$” are to U.S. dollars unless otherwise specified.
	 	 
	44.	Neither
    party may assign all or part of its interest in or to this Subscription Agreement without the consent of the other party in
    writing, subject to compliance with applicable laws and the resale restrictions of applicable securities laws.
	 	 
	45.	The
    Subscriber acknowledges and agrees that the Units are subject to the rights, privileges, restrictions and conditions set forth
    in the constating documents of the Corporation, including but not limited to, the restrictions on transfer.


 


[Remainder
of page intentionally left blank.]


 




    	 	15	 



    	 



    

 


Schedule
A


 


To
be completed and signed by each Subscriber that is an Accredited Investor under NI 45-106 or the
Securities Act (Ontario), as applicable.


 


ACCREDITED
INVESTOR CERTIFICATE


 


	TO:	CurrencyWorks
    Inc.


 


The
Subscriber represents, warrants and certifies that the Subscriber or, if applicable, each beneficial purchaser on whose behalf
the Subscriber is acting as agent, is an “accredited investor”, as such term is defined in section 1.1 of NI 45-106
or section 73.3(1) of the Securities Act (Ontario), as applicable, and the Subscriber or, if applicable, each beneficial
purchaser on whose behalf the Subscriber is acting as agent, falls within the category or categories marked by an “X”
below and, if the Subscriber has indicated that they fall within category (j), (k) or (l), the Subscriber has completed and signed
two copies of the Risk Acknowledgement attached as Schedule B to the Subscription Agreement. All references to “$”
in this Schedule A are to Canadian dollars unless otherwise specified.


 


PLEASE
PLACE AN “X” AGAINST THE APPROPRIATE CATEGORY OR CATEGORIES BELOW:


 


	[  ]	(a)	(i)
    except in Ontario, a Canadian financial institution, or a Schedule III bank, or (ii) in Ontario, a financial institution described
    in paragraph 1, 2 or 3 of subsection 73.1(1) of the Securities Act (Ontario);
	 	 	 
	[  ]	(a)	(i)
    except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act
    (Canada), or (ii) in Ontario, the Business Development Bank of Canada;
	 	 	 
	[  ]	(b)	(i)
    except in Ontario, a subsidiary of any person referred to in paragraphs (a)(i) or (a)(i), 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, or
    (ii) in Ontario, a subsidiary or any person or company referred to in paragraphs (a)(ii) or (a)(ii), if the person or company
    owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors
    of that subsidiary;
	 	 	 
	[  ]	(c)	(i)
    except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
    or (ii) in Ontario, a person or company registered under the securities legislation of a province or territory of Canada as
    an adviser or dealer, except as otherwise prescribed by the regulations in respect of the Securities Act (Ontario);
	 	 	 
	[  ]	(d)	an
    individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred
    to in paragraph (c)(i);
	 	 	 
	[  ]	(e.1)	an
    individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly
    registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario)
    or the Securities Act (Newfoundland and Labrador);
	 	 	 
	[  ]	(e)	(i)
    except in Ontario, 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, or (ii) in Ontario, the Government of Canada, the government
    of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada
    or of the government of a province or territory of Canada;
	 	 	 
	[  ]	(f)	(i)
    except in Ontario, 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,
    or (ii) in Ontario, 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 Quebec;



 






    	 	A-1	 



    	 



    

 


	[  ]	(g)	(i)
    except in Ontario, any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction,
    or any agency of that government, or (ii) in Ontario, any national, federal, state, provincial, territorial or municipal government
    of or in any foreign jurisdiction, or any agency of that government;
	 	 	 
	[  ]	(h)	(i)
    except in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada),
    a pension commission or similar regulatory authority of a jurisdiction of Canada, or (ii) in Ontario, 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 province or territory of Canada;
	 	 	 
	[  ]	(i)	an
    individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that,
    before taxes but net of any related liabilities, exceeds $1,000,000;
	 	 	 
	 	 	Note:
    Financial assets include cash and securities, but do not include a personal residence – see the definition of “financial
    assets” below. Financial assets are generally liquid or relatively easy to liquidate. You must subtract any liabilities
    related to your financial assets to calculate your net financial assets—see the definition of “related liabilities”
    below. In the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of
    an individual there may be questions as to whether the individual beneficially owns the financial assets. The following factors
    are indicative of beneficial ownership of financial assets: (i) physical or constructive possession of evidence of ownership
    of the financial asset; (ii) entitlement to receipt of any income generated by the financial asset; (iii) risk of loss of
    the value of the financial asset; and (iv) the ability to dispose of the financial asset or otherwise deal with it as you
    see fit. For example, securities held in a self-directed RRSP, for your sole benefit, are beneficially owned by you. In general,
    financial assets in a spousal RRSP would also be included for the purposes of the financial assets test in this paragraph
    (j); however, financial assets held in a group RRSP under which you do not have the ability to acquire the financial assets
    and deal with them directly are not considered to be beneficially owned by you. If you meet the higher financial asset threshold
    set out in paragraph (j.1) as an individual exclusive of your spouse, then place an “X” at paragraph (j.1) instead
    of this paragraph (j). If the Subscriber is relying on this category of “accredited investor” to purchase Units,
    the Subscriber must also complete in duplicate Schedule B to the Subscription Agreement.
	 	 	 
	 	 	Please
    provide the following information to the best of your knowledge based on the most recent information available to you:





 


	 	 	Aggregate
    realizable value of financial assets before taxes	$
    ___________________
	 	 	 	 
	 	 	Related
    Liabilities	$
    ___________________


 


	[  ]	(j.1)	an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds $5,000,000;
	 	 	 
	 	 	Note:
    See the definition of “financial assets” below and the guidance in paragraph (j) above. The financial assets of
    your spouse (including financial assets in a spousal RRSP) cannot be included in the calculation of net financial assets under
    this paragraph (j.1).
	 	 	 
	 	 	Please
    provide the following information to the best of your knowledge based on the most recent information available to you: 


 


	 	Aggregate
    realizable value of financial assets before taxes	$
    __________________ 
	 	 	 
	 	Related
    Liabilities	$
    __________________ 





 






    	 	A-2	 



    	 



    

 


	[  ]	(j)	an
    individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either
    case, reasonably expects to exceed that net income level in the current calendar year
	 	 	 
	 	 	Note:
    If the Subscriber is relying on this category of “accredited investor” to purchase Units, the Subscriber must
    also complete in duplicate Schedule B to the Subscription Agreement.
	 	 	 
	 	 	Please
    check the applicable box and provide the following information:



 





	Net
    income before taxes	 	Last
    Year	 	[  ]
        Range – Less than $100,000

        [  ]
        Range – $100,000 to $200,000

        [  ]
        Range – $201,000 to $300,000

        [  ]
        Range – $301,000 to $400,000

        [  ]
        Range – Greater than $400,001

         
	 	State
    Amount $_________
	 	 	Year
    prior to last	 	[  ]
        Range – Less than $100,000

        [  ]
        Range – $100,000 to $200,000

        [  ]
        Range – $201,000 to $300,000

        [  ]
        Range – $301,000 to $400,000

        [  ]
        Range – Greater than $400,001

         
	 	State
    Amount $_________
	 	 	 	 	 	 	 
	


                                                                           If applicable, net income before taxes of your spouse
	 	

    Last Year	 	

        [  ] Range – Less than $100,000

        [  ]
        Range – $100,000 to $300,000

        [  ]
        Range – $301,000 to $400,000

        [  ]
        Range – $401,000 to $500,000

        [  ]
        Range – Greater than $500,001

         
	 	

    State Amount $_________
	 	 	Year
    prior to last	 	[  ]
        Range – Less than $100,000

        [  ]
        Range – $100,000 to $300,000

        [  ]
        Range – $301,000 to $400,000

        [  ]
        Range – $401,000 to $500,000

        [  ]
Range – Greater than $500,001
	 	State
    Amount $_________


 


	 	 	 
	[  ]	(k)	an
    individual who, either alone or with a spouse, has net assets of at least $5,000,000;
	 	 	 
	 	 	Note:
    To calculate net assets, take the value of your total assets (which may include a personal residence) and subtract your total
    liabilities (which may include a mortgage). The value attributed to assets should reasonably reflect their estimated fair
    value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution
    of these securities. If the Subscriber is relying on this category of “accredited investor” to purchase the
    Units, the Subscriber must also complete in duplicate Schedule B to the Subscription Agreement.
	 	 	 
	 	 	Please
    provide the following information by subtracting your total liabilities from your total assets (for example, the value your
    personal residence minus the related liabilities, such as a mortgage) and note that the value attributed to assets should
    reasonably reflect their estimated fair value and income tax should be considered a liability if the obligation to pay it
    is outstanding at the time of the distribution:


 


	 	 	Total
    Assets	$
    _________________________________
	 	 	 	 
	Minus
    -	 	Total
    Liabilities	$
    _________________________________
	 	 	(incl.
    outstanding taxes)	 
	 	 	 	 
	Equals
    =	 	Net
    Assets	$
    _________________________________


 


Note:
If individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing
entities must qualify under either sections (t) or (w) below, which must be initialled and the applicable information indicated
completed.





 






    	 	A-3	 



    	 



    

 


	[  ]	(l)	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;
	 	 	 
	[  ]	(m)	an
    investment fund that distributes or has distributed its securities only to
	 	 	 
	 	 	(i)	a
    person that is or was an accredited investor at the time of the distribution,
	 	 	 	 
	 	 	(ii)	a
    person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment],
    or 2.19 [Additional investment in investment funds] of NI 45-106; or
	 	 	 	 
	 	 	(iii)	a
    person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment]
    of NI 45-106;
	 	 	 	 
	[  ]	(n)	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;
	 	 	 
	[  ]	(o)	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;
	 	 	 
	[  ]	(p)	a
    person acting on behalf of a fully managed account managed by that person, if that person 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;
	 	 	 
	[  ]	(q)	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)	an
    entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) (i), b(i),
    c(i), (c)(i) or (h)(i) in form and function;
	 	 	 
	[  ]	(s)	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;







 


Note:
If you initialled (t), then indicate the name and category of accredited investor (by reference to the applicable letter above)
of each of the owners of interests (attach additional pages if more than three):


 


	Name
    	 	Category
    of Accredited Investor
	______________________________	 	___________________________________
	______________________________	 	___________________________________
	______________________________	 	___________________________________


 


	[  ]	(t)	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;
	 	 	 
	[  ]	(u)	(i)
    a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec,
    the regulator as an accredited investor, or (ii) in Ontario, a person or company that is recognized or designated by the Ontario
    Securities Commission as an accredited investor;



 






    	 	A-4	 



    	 	 	 



    

 


	[  ]	(v)	a
    trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
    of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former
    spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor,
    of that accredited investor’s spouse or of that accredited investor’s former spouse; or


 


Note:
If you initialled (w), then indicate the name and category of accredited investor (by reference to the applicable letter above)
of each of the following (attach additional pages if more than three trustees):


 


	 	 	Name
    	 	Category
    of Accredited Investor
	Individual
    who	 	 	 	 
	established
    trust 	 	____________________________	 	__________________________
	Trustee	 	__________________________
    	 	____________________________
	Trustee	 	__________________________
    	 	____________________________
	Trustee	 	__________________________
    	 	____________________________


 


	[  ]	(w)	in
    Ontario, such other persons or companies as may be prescribed by the regulations in respect of the Securities Act (Ontario).


 


For
the purposes of paragraphs (b)(ii), (c)(ii), (u)(ii) and (w) of this Schedule A, the following words have the following meanings:


 


“director”
means a director of a company or an individual performing a similar function or occupying a similar position for any person;


 


“person”
means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee,
executor, administrator, or other legal representative; and


 


“voting
security” means any security other than a debt security of an issuer carrying a voting right either under all circumstances
or under some circumstances that have occurred and are continuing.


 


Affiliated
Entities, Control and Subsidiaries:


 


A
company shall be deemed to be an affiliate of another company if one of them is the subsidiary of the other or if both are subsidiaries
of the same company or if each of them is controlled by the same person or company.


 


A
person shall be deemed to own beneficially securities beneficially owned by a company controlled by the person or by an affiliate
of such company.


 


A
company shall be deemed to be controlled by another person or company or by two or more companies if,


 


	 	(a)	voting
    securities of the first-mentioned company carrying more than 50 per cent of the votes for the election of directors are held,
    otherwise than by way of security only, by or for the benefit of the other person or company or by or for the benefit of the
    other companies; and
	 	 	 
	 	(b)	the
    votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of the first-mentioned
    company.


 


A
company shall be deemed to be a subsidiary of another company if,


 


	 	(c)	it
    is controlled by,
	 	 	 	 
	 	 	(i)	that
    other, or
	 	 	 	 
	 	 	(ii)	that
    other and one or more companies each of which is controlled by that other, or
	 	 	 	 
	 	 	(iii)	two
    or more companies each of which is controlled by that other; or
	 	 	 	 
	 	(d)	it
    is a subsidiary of a company that is that other’s subsidiary.


 






    	 	A-5	 



    	 



    

 


Other
than as specifically set forth above, for the purposes of this Schedule A, the following words have the following meanings:


 


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


 


“Canadian
financial institution” means:


 


		(a)	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
	 	 	 
		(b)	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;



 


“director”
means (a) a member of the board of directors of a company or an individual who performs similar functions for a company, and (b)
with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;


 


“eligibility
adviser” means:


 


		(a)	a
                                         person that is registered as an investment dealer and authorized to give advice with
                                         respect to the type of security being distributed; and
	 	 	 
		(b)	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:



 


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



 


“financial
assets” means:


 


		(a)	cash;
	 	 	 
		(b)	securities;
                                         or
	 	 	 
		(c)	a
                                         contract of insurance, a deposit or an evidence of a deposit that is not a security for
                                         the purposes of securities legislation;



 


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


 


“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;


 






    	 	A-6	 



    	 



    

 


“investment
fund” has the same meaning as in National Instrument 81-106 – Investment Fund Continuous Disclosure;


 


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


 


“person”
includes (a) an individual, (b) a corporation, (c) a partnership, trust, fund and an association, syndicate, organization or other
organized group of persons, whether incorporated or not, and (d) an individual or other person in that person’s capacity
as a trustee, executor, administrator or personal or other legal representative;


 


“regulator”
means:


 


		(a)	the
                                         Executive Director, as defined under section 1 of the Securities Act (Alberta);
                                         and
	 	 	 
		(b)	such
                                         other person as is referred to in Appendix D of National Instrument 14-101 – Definitions;



 


“related
liabilities” means:


 


		(a)	liabilities
                                         incurred or assumed for the purpose of financing the acquisition or ownership of financial
                                         assets; or
	 	 	 
		(b)	liabilities
                                         that are secured by financial assets;



 


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


 


“securities
legislation” means:


 


		(a)	for
                                         Alberta, the Securities Act (Alberta) and the regulations, rules and forms under
                                         such Act and the blanket rulings and orders issued by the Alberta Securities Commission;
                                         and
	 	 	 
		(b)	for
                                         other Canadian jurisdictions, such other statutes and instruments as are listed in Appendix
                                         B of National Instrument 14-101 – Definitions;



 


“securities
regulatory authority” means:


 


		(a)	the
                                         Alberta Securities Commission; and
	 	 	 
		(b)	in
                                         respect of any local jurisdiction other than Alberta, means the securities commission
                                         or similar regulatory authority listed in Appendix C of National Instrument 14-101 –
                                         Definitions;



 


“spouse”
means, an individual who:


 


		(a)	is
                                         married to another individual and is not living separate and apart within the meaning
                                         of the Divorce Act (Canada), from the other individual;
	 	 	 
		(b)	is
                                         living with another individual in a marriage-like relationship, including a marriage-like
                                         relationship between individuals of the same gender; or
	 	 	 
		(c)	in
                                         Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent
                                         partner within the meaning of the Adult Interdependent Relationships Act (Alberta);



 


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


 


“voting
security” means a security of an issuer that:


 


		(a)	is
                                         not a debt security; and
	 	 	 
		(b)	carries
                                         a voting right either under all circumstances or under some circumstances that have occurred
                                         and are continuing.



 






    	 	A-7	 



    	 



    

 


An
issuer is considered to be affiliated with another issuer if:


 


		(a)	one
                                         of them is the subsidiary of the other; or
	 	 	 
		(b)	each
                                         of them is controlled by the same person.



 


A
person is considered to beneficially own securities that:


 


		(a)	for
                                         the purposes of Saskatchewan, British Columbia, Nova Scotia, Newfoundland and Labrador,
                                         Prince Edward Island, Northwest Territories and Nunavut securities law, are beneficially
                                         owned by:



 


	 	(i)	an issuer controlled by that person; or
	 	 	 
	 	(ii)	an affiliate of that person or an affiliate of an issuer
controlled by that person.




 


		(b)	for
                                         the purposes of Alberta securities law, are beneficially owned by:



 


	 	(i)	a company controlled by that person or an affiliate
of that company;
	 	 	 
	 	(ii)	an affiliate of that person; or
	 	 	 
	 	(iii)	through a trustee, legal representative, agent or other
intermediary of that person.




 


A
person (first person) is considered to control another person (second person) if:


 


		(a)	the
                                         first person, directly or indirectly, beneficially owns or exercises control or direction
                                         over securities of the second person carrying votes which, if exercised, would entitle
                                         the first person to elect a majority of the directors of the second person, unless that
                                         first person holds the voting securities only to secure an obligation;
	 	 	 
		(b)	the
                                         second person is a partnership, other than a limited partnership, and the first person
                                         holds more than 50% of the interests of the partnership; or
	 	 	 
		(c)	the
                                         second person is a limited partnership and the general partner of the limited partnership
                                         is the first person.



 


All
monetary references in this Schedule A are in Canadian Dollars. All terms used in this Schedule A which are not otherwise defined
in this Schedule A have the meanings defined in the Subscription Agreement to which this Schedule A is attached or, if not defined
therein, but are defined in the Securities Act (Alberta) or the regulations, rules and policy statements made thereunder,
as amended, have the meanings defined in such legislation, regulations, rules and policy statements.


 


Dated:
____________________________________, 2021.


 


	 	Global
    Equity Fund Inc. 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



    	 	A-8	 



    	 



    

 


Schedule
B


 


To
be completed and signed in duplicate if the Subscriber is relying on category (j), (k) or (l) of the Accredited Investor Certificate
attached as Schedule A to the Subscription Agreement. Note that if the Subscriber is investing under category (j.1) of the Accredited
Investor Certificate it does not need to complete this form.


 


RISK
ACKNOWLEDGMENT FORM FOR CERTAIN INDIVIDUAL ACCREDITED INVESTORS


 


	WARNING!

         

        This
        investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.



 


	SECTION
    1 TO BE COMPLETED BY THE ISSUER 
	1.
    About your investment
	Type
    of securities: Units	Issuer:
    CurrencyWorks Inc. (the “Issuer”)
	Purchased
    from: The Issuer.
	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.
    Risk acknowledgement





	This
    investment is risky. Initial that you understand that:	Your
    initials
	Risk
    of loss – You could lose your entire investment of US $_____________________. [Instruction: Insert the total
    dollar amount of the investment.]	 
	Liquidity
    risk – You may not be able to sell your investment quickly – or at all.	 
	Lack
    of information – You may receive little or no information about your investment.	 
	Lack
    of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless
    the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making
    this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.
    Accredited investor status	 





	You
    must meet at least one of the following criteria to be able to make this investment. Initial the statement that
    applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring
    that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if
    you have questions about whether you meet these criteria.	Your
    initials
	●	Your
    net income before taxes was more than CAD $200,000 in each of the 2 most recent calendar years, and you expect it to be more
    than CAD $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)	 



 






    	 	B-1	 



    	 



    

 


	●	Your
    net income before taxes combined with your spouse’s was more than CAD $300,000 in each of the 2 most recent calendar
    years, and you expect your combined net income before taxes to be more than CAD $300,000 in the current calendar year.	 
	●	Either
    alone or with your spouse, you own more than CAD $1 million in cash and securities, after subtracting any debt related to
    the cash and securities.	 
	●	Either
    alone or with your spouse, you have net assets worth more than CAD $5 million. (Your net assets are your total assets (including
    real estate) minus your total debt.)	 





	4.
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and last name (please print):
	Signature:	Date:
	SECTION
    5 TO BE COMPLETED BY THE SALESPERSON
	5.
    Salesperson information
	[Instruction:
    The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
    That could include a representative of the issuer, a registrant or a person who is exempt from the registration requirement.]
	First
    and last name of salesperson (please print):
	Telephone:	Email:
	Name
    of firm (if registered):	Dealer
    Rep. Code:
	SECTION
    6 TO BE COMPLETED BY THE ISSUER
	6.
    For more information about this investment
	CurrencyWorks
        Inc.

        561 Indiana Court,

        Los
        Angeles, California

        90291

         

        Contact:
        Jimmy Geiskopf

        Phone Number: 707-208-6368

        Email Address: jimmy.geiskopf@currencyworks.io

         

        For
        more information about prospectus exemptions, contact your local securities regulator at www.securities-administrators.ca.

	 	 	 	 	 





Form instructions:


 


	1.	The
                                         information in sections 1, 5 and 6 must be completed before the purchaser completes and
                                         signs the form.
	 	 
	2.	The
                                         purchaser must sign this form. Each of the purchaser and the issuer must receive a copy
                                         of this form signed by the purchaser. The issuer is required to keep a copy of this form
                                         for 8 years after the distribution.



 






    	 	B-2