exv4w9



 






EXHIBIT 4.9




EMPLOYMENT AGREEMENT




THIS AGREEMENT made as of the 28th day of January, 2005.




B E T W E E N:




CYNTHIA KUPER

an individual resident in the State of Pennsylvania, USA

(hereinafter referred to as the “Employee”)




OF THE FIRST PART;




- and -




MICROMEM TECHNOLOGIES INC.

a corporation incorporated under the laws of the Province of Ontario, Canada

(hereinafter referred to as the “Corporation”)




OF THE SECOND PART;




     NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt
and sufficiency whereof are hereby acknowledged by both of the parties hereto), it is agreed by and
between the parties hereto as follows:




	1.	 	Engagement of Employee





     Subject to the terms and conditions of this agreement, and approval of this agreement by the
Corporation’s board of directors, the Corporation hereby employs the Employee, and the Employee
accepts such employment, as Chief Technology Officer of the Corporation to perform such duties as
are normally associated with and incidental to such position and, without limiting the generality
of the foregoing, shall include the performance of duties and services set forth in Schedule “A”
hereto (the “Services”) to the Corporation during the term specified in paragraph 2 hereof.




	2.	 	Term





     Subject to the provisions contained in paragraph 4, the term of this Agreement shall be for a
two (2) year term commencing January 9, 2005 (the “Commencement Date”) and ending January 8, 2007
(the “Expiration Date”) unless extended by mutual written agreement of the parties or terminated in
accordance with terms hereof.



 









 






	3.	 	Service





     During the term of this agreement, the Employee shall faithfully serve the Corporation and
such other persons, firms or corporations associated with the Corporation, and shall use her best
efforts to promote the interests and goodwill of the Corporation and shall devote a minimum of
forty (40) hours per week of her working time, energy and attention to the business and affairs of
the Corporation and shall comply with any employee handbook published from time to time by the
Corporation which sets out general rules for the conduct of the Corporation’s employees. During
the term of this Agreement, the Employee shall not engage in any other business, occupation or
professional activity or become an employee, director, manager or agent of any other company, firm,
association, organization or individual if such work shall in any way diminish, detract from or
compromise the Employee’s work for the Corporation hereunder.



     The position of Chief Technology Officer shall be held by the Employee on a full-time basis
for the term of this Agreement.




	4.	 	Termination






	 	(a)	 	Termination of Agreement by Corporation without Cause






Subject to subparagraph 4(b), this Agreement may be terminated at any time, without cause,
by the Corporation, by providing four (4) months written notice of termination to the
Employee in advance of the effective date of such termination.




	 	(b)	 	Termination of Agreement






This Agreement may be terminated by the Corporation without notice on the happening of any
of the following events:




	 	(i)	 	the Employee being unable to perform the Employee’s functions
hereunder for a period of thirty (30) days by reason of physical incapacity,
mental disease or affliction or the death of the Employee; provided that where
such physical incapacity is due to pregnancy, the Corporation may not terminate
this Agreement without notice but the Corporation may suspend the Employee’s
services as may be permitted under applicable laws until the Employee is able
to resume employment hereunder;
	 
	 	(ii)	 	the engaging by the Employee in any act that is injurious to
the Corporation, monetarily or otherwise, in a material way;
	 
	 	(iii)	 	the engaging by the Employee in any criminal act or dishonesty
resulting or intended to result directly or indirectly in personal gain of the
Employee at the Corporation’s expense;




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	 	(iv)	 	the engaging by the Employee in any act whereby the Employee
makes any personal profit arising out of or in connection with a transaction to
which the Corporation is a party or with which it is associated without making
disclosure to and obtaining the prior written consent of the Corporation other
than as a result of dealing in shares held by the Employee in compliance with
applicable laws;
	 
	 	(v)	 	the Employee breaching any of the terms or conditions of this
Agreement;
	 
	 	(vi)	 	the Employee becoming insolvent or being unable to pay the
Employee’s debts as they generally become due;
	 
	 	(vii)	 	the Employee making an assignment for the benefit of his
creditors or being petitioned into bankruptcy; or
	 
	 	(viii)	 	such other events as shall be recognized by law for this purpose.






	 	(c)	 	Termination by Employee






This Agreement may be terminated at any time by the Employee upon written notice to the
Corporation. The Employee shall provide the Corporation with a minimum of one (1) month’s
written notice in advance of the effective date of such termination.




	5.	 	Results of Termination






Upon termination resulting from the occurrence of any of the events described in paragraph 4
above, this Agreement and the engagement of the Employee hereunder shall be wholly terminated,
with the exception of paragraphs 7 through 17 inclusive which shall continue in full force and
effect indefinitely notwithstanding the termination of this Agreement and the Options (as
defined in sub-paragraph 6(b)(i)) or any entitlement thereto shall lapse in accordance with the
provisions of applicable securities laws, the terms of the stock option plan pursuant to which
the Options were issued and the rules, regulations or policies of any regulatory agency having
jurisdiction over the common shares of the Corporation or any stock exchange upon which the
Corporation’s common shares may become listed from time to time. Upon any such termination, the
Employee shall not have any claim against the Corporation for damages or otherwise arising out
of or in respect of this Agreement except for payments required to be made hereunder to the
effective date of termination.




	6.	 	Compensation, Benefits and Expenses






	 	(a)	 	Salary






Subject to and conditional upon the Employee fulfilling all of her obligations under this
Agreement, the Corporation shall pay to the Employee during the term of this Agreement



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a salary at the rate of (U.S.) two hundred and sixty thousand dollars ((U.S.) $260,000.00)
per annum, less statutory deductions and any applicable withholding taxes, which shall be
paid monthly on the last day of every month during the term of this Agreement.
Additionally, the Employee shall be entitled to receive (US) $400 per month, subject to
statutory deductions and applicable withholding taxes, which the Employee shall apply toward
private health insurance premiums.




	 	(b)	 	Options






	 	(i)	 	Subject to and conditional upon the receipt of directors’ and
requisite regulatory approvals (the “Required Approvals”), the Corporation
confirms that, effective January 28, 2005, the Employee has been granted
300,000 options (the “Options”) each Option entitling the Employee to purchase
one common share of the Corporation at an exercise price (US)$0.80.
	 
	 	(ii)	 	Immediately upon the grant of options to the Employee as
provided for in sub-paragraph (i) above, the Employee shall enter into an
option agreement, substantially in the form of the option agreement annexed
hereto as Schedule “D” (the “Options Agreement”). The Employee acknowledges
and covenants that upon any exercise of the options granted pursuant to
sub-paragraph (i) above to purchase common shares of the Corporation, the
Employee shall comply with any applicable securities legislation, order or
policy statements concerning the sale of the said common shares and, in
particular, the Employee shall not offer, resell or otherwise transfer such
common shares in Canada, the United States or elsewhere except in compliance
with applicable securities laws and the requirements of any stock exchange, or
such other exchange upon which the common shares of the Corporation may become
listed from time to time, and the certificates for the said common shares shall
bear the following legend:
	 
	 	 	 	“The securities represented hereby have not been registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) and
may be offered, sold or otherwise transferred only (a) to the company, (b)
outside the United States in accordance with Rule 904 of Regulation S under
the U.S. Securities Act, (c) pursuant to an exemption from registration
under the U.S. Securities Act provided by Rule 144A thereunder, if
applicable, and in compliance with any applicable state laws, or (d) with
the prior written consent of the company, pursuant to another exemption from
registration under the U.S. Securities Act and any applicable state
securities laws. Delivery of this certificate may not constitute good
delivery in settlement of transactions or stock exchanges in Canada or the
United States.”




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	 	(iii)	 	For clarity, it is stated that the Employee shall have no
entitlement to exercise the Options or any shares thereunder until and unless
the Required Approvals have been granted and the Option Agreement has been
signed and delivered by the Employee.






	 	(c)	 	Vacation






The Employee shall be entitled to three (3) weeks in arrears of vacation per annum.




	 	(d)	 	Expenses






The Employee shall be reimbursed for all reasonable and necessary travelling, entertainment
and other expenses actually and properly incurred by the Employee from time to time in
connection with the carrying out of her duties hereunder on submission of proper receipts,
vouchers and other reasonable confirming documentation, provided that the Employee shall not
incur any expense in excess of (US) $5000.00 without the prior authorization of the
Corporation.




	7.	 	Confidential Information






	 	(a)	 	The Employee acknowledges that in the course of her carrying out, performing
and fulfilling her responsibilities to the Corporation she will have access to and will
be entrusted with detailed confidential information which may include, without
limitation, data, intellectual property, financial information, shareholder lists,
agreements, correspondence and documentation to, from, and regarding investors and
prospective investors, auditors, legal counsel and professional advisors, joint
venture partners and prospective joint venture partners, of the Corporation and its
subsidiaries, brokers, vendors of properties of any kind, and copyrights, patents and
trade secrets, marketing and business plans, source codes, algorithms, hardware and
software designs, technology plans and designs, customer/client lists and information
of all kinds about the customers and clients of the Corporation, financial information,
and price lists concerning the business of the Corporation and the present and
contemplated products, techniques and other services evolved or used by the Corporation
(the “Confidential Information”) and that any disclosure of the Confidential
Information to the competitors of the Corporation or the general public would be highly
detrimental to the best interests of these parties. The Employee acknowledges and
agrees that the right to maintain the confidentiality of the Confidential Information
and the right to preserve the goodwill of the Corporation constitute proprietary rights
which the Corporation is entitled to protect. Accordingly, the Employee covenants and
agrees with the Corporation that, save with the consent of the Corporation, she will
not, during the term of her employment with the Corporation or for a period of five (5)
years after the termination of her




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	 	 	 	employment whether under this Agreement or a renewal hereof or under any other
agreement, disclose any of the Confidential Information to any person outside of the
Corporation nor shall she use the same for any purpose other than for the purposes
of the Corporation. The Employee shall deliver to the Corporation, upon termination
of his engagement hereunder, and upon request, all Confidential Information relating
to the business of the Corporation and all assets and properties of the Corporation
referenced therein, which she may then possess or have under his control. The
Employee may retain one archival copy of the Confidential Information. The Employee
agrees that all restrictions contained in this clause are reasonable and valid in
the circumstances and all defenses to the strict enforcement thereof by the
Corporation are hereby waived by the Employee.
	 
	 	(b)	 	Notwithstanding subparagraph (a) hereof, the Employee shall not be liable for
disclosure of the Confidential Information upon the occurrence of one or more of the
following events:






	 	i.	 	the Confidential Information becoming generally known to the
public other than through a breach of this agreement;
	 
	 	ii.	 	the Confidential Information having come into the possession of
the Employee, after the termination of this agreement, from a third party or
parties, who is or are under no obligation to the Corporation to maintain the
confidentiality of such information, without breach of this agreement by the
Employee, as shown by documentation sufficient to establish the third party as
a source of the Confidential Information; and
	 
	 	iii.	 	The Employee being required to make disclosure of the
Confidential Information by operation of law.






	8.	 	Non-Solicitation





     The Employee agrees that following the execution of this agreement with the Corporation, she
will not, directly or indirectly, at any time during her employment with the Corporation and during
the period of two (2) years from the date of termination of this Agreement, or any renewal,
extension or amendment hereof, without the prior written consent of the Corporation, solicit or
attempt to solicit away from the Corporation or any of its affiliates any existing or prospective
shareholders, investors, employees, consultants, contractors for service, suppliers, customers,
licensees, clients, joint venture partners or vendors of properties of any kind, or acquisition or
merger candidates of the Corporation or its affiliates, including, but not limited to, any business
relating to the magnetic random access memory technology developed by the Employee on behalf of the
Corporation. The restrictions in this section 8 shall not apply to Short-term Contractors (as
defined) that are introduced by the Employee to the Corporation or its affiliates, provided that
any solicitation by the Employee of a Short-term Contractor: (i) takes place after termination of
this Agreement; (ii) does not result in the Short-term Contractor ceasing or terminating its
engagement or contract for services with the Corporation or its affiliates; and (iii) does not, in
any fashion whatsoever, reduce or impair the Short-term



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Contractor’s ability to render its services to the Corporation in accordance with the terms of
engagement of the Short-term Contractor. “Short-term Contractor” means a consultant, who is not an
employee of the Corporation or its affiliates, that is engaged by the Corporation or an affiliate
of the Corporation in connection with research and development, marketing or sale of the
Corporation’s Magnetic Random Access Memory for a term of less than 6 months (including any
extensions or renewals of the engagement).





	 	9.	 	Inventions





     The Employee shall promptly disclose to the Corporation or its designee any and all
discoveries, inventions, developments, improvements or innovations (hereinafter referred to as
“Inventions”), whether patentable or unpatentable, made or conceived by the Employee, either solely
or jointly with others: (a) during the term of this Agreement or any extension thereto, that
relate to, or arise out of, any developments, services or products of, or pertain to the business
of the Corporation or any of its subsidiaries or divisions and (b) for a period of six (6) months
after termination of the Employee’s employment with the Corporation, said Inventions that relate
to, or arise out of, any developments, services or products that Employee has been concerned with
during the term of her employment hereunder in connection with Magnetic Random Access Memory.



     The Employee hereby assigns and agrees to assign to the Corporation, its successors and
assigns, the Employee’s entire right, title and interest in and to any of said Inventions. Both
during and after the termination of this Agreement, the Employee agrees to execute and deliver all
such instruments, agreements and assignments as the Corporation and its advisors shall deem
appropriate and necessary to vest ownership and title to the Inventions in the Corporation.



     The Employee shall do all lawful things, including: maintaining Invention records which shall
be the property of the Corporation and rendering assistance and executing necessary documents, as
requested, to enable the Corporation to file and obtain patents in Canada, the United States and
foreign countries on any of said Inventions, as well as to protect the Corporation’s interest in
any of said Inventions during the life of any inventions, patents, trade secrets, etc.



     All notes and records kept by the Employee in connection with her services under this
Agreement shall be the exclusive property of the Corporation. The Employee, on leaving the service
of the Corporation for any reason whatsoever, shall promptly deliver all such notes and records to
the Employee. The Employee agrees that the salary received from the Corporation shall be full
consideration and compensation for services performed by her for all Inventions, and for
assignments of the same to the Corporation.



     The Employee will list, if such is the case, in Schedule “B” to this Agreement all Inventions
relating to any development, service or product whatsoever that were owned or controlled by the
Employee at the time of entering into this Agreement and which shall be excluded from this
Agreement.



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	10.	 	Relationship





     The engagement of the Employee under the terms of this Agreement shall constitute the Employee
as an employee and not a partner or joint venture partner of the Corporation or its affiliates and
the remuneration to which the Employee shall be entitled shall be only the Employee’s compensation
as stipulated in paragraph 6 hereof. The Employee shall have no right to any interest in the
assets, revenues or profits of the Corporation or its subsidiaries.




	 	11.	 	Personal Information Form





     Prior to the commencement of her employment, the Employee shall have completed and delivered
to the Corporation the Personal Information Form (the “PIF”) annexed hereto as Schedule “C”. The
Employee acknowledges and agrees that the Corporation may be required, from time to time, to submit
the PIF or other form of personal information document to securities regulators, stock exchanges or
other regulatory bodies. The Employees covenants and agrees to provide an updated PIF or other
form of personal information form as may be requested by the Corporation from time to time and
consents to the submission of said PIF or other form of personal information form to such
securities regulator, stock exchange or other regulatory body as the Corporation may determine.



     The Employee represents and warrants to the Corporation that all information provided by the
Employee in the PIF is accurate as of the date hereof.




	 	12.	 	Validity of Covenants





     If any covenant or provision herein is determined to be void or unenforceable in whole or in
part, it shall not be deemed to affect or impair the validity of any other covenant or provision
and the covenants and provisions herein are hereby declared to be separate and distinct. The
Employee hereby agrees that all restrictions in this Agreement are reasonable and valid and all
defenses to the strict enforcement thereof by the Corporation are hereby waived by the Employee.




	 	13.	 	Injunctive Relief





     The Employee further agrees that the remedy at law for any breach by the Employee of the
confidentiality, or non-solicitation provisions or assignment provision regarding inventions set
forth in section 9 of this agreement will be inadequate and that the Corporation, and/or its
affiliates, on any application to a court, shall be entitled to temporary and permanent injunctive
relief against the Employee without the necessity of proving actual damage to the Corporation or
its affiliates. The Employee further agrees that the breach of the said provisions of this
Agreement contained herein will result in irreparable damage to the Corporation or its affiliates
which will not be compensable by law through an award of damages.



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	 	14.	 	Notice





     Any notice in writing required to or permitted to be given to the Employee hereunder shall be
sufficiently given if delivered to the Employee personally or mailed by registered mail, postage
prepaid, addressed to the Employee as follows:



Dr. Cynthia Kuper

1600 Arch Street, #1206

Philidelphia, PA

19103

United States of America




Fax.: (215) 981-0823




     Any notice in writing required or permitted to be given to the Corporation hereunder may be
given in the same fashion to the Corporation, as follows:



Micromem Technologies Inc.

777 Bay Street, Suite 1910

Toronto, Ontario, M5G 2E4




Fax.: (416) 360-4034




Attention: Joseph Fuda, President




     Any such notice which is mailed shall be deemed to have been received by the Employee or the
Corporation, as the case may be, on the seventh day following the date of mailing. Any such notice
which is delivered personally, by fax transmission or by courier shall be deemed to have been
received by the Employee or the Corporation, as the case may be, on the same day that it is
actually received at the premises of the addressee as described above. Any address for the giving
of notices hereunder may be changed by notice in writing.




	15.	 	Governing Law





     The provisions of this agreement shall be governed by and interpreted in accordance with the
laws of the Province of Ontario. The parties hereby agree to submit to the non-exclusive
jurisdiction of the courts of the Province of Ontario and waive any objection relating to improper
venue or forum non conveniens to the conduct of any proceeding in any such court.




	16.	 	Successors and Assigns





     The provisions hereof, where the context permits, shall enure to the benefit of and be binding
upon the successors and permitted assigns of the Corporation and the Employee, respectively,
provided that the obligations of any of the parties hereto may not be assigned without the express
prior written consent of the other parties hereto.



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	17.	 	Severability.






If any part of this Agreement is held or deemed to be invalid or unenforceable for any reason
whatsoever, then that part will be deemed to be deleted from this Agreement and this Agreement
will otherwise remain in full force and effect.




	18.	 	Entire Agreement; Amendment; Headings





     This Agreement constitutes the entire understanding between the parties with reference to the
subject matter hereof and shall not be changed or modified except by written instrument signed by
each party. The headings used in this Agreement are solely for convenience and are not to be used
in construing or interpreting this Agreement.




	19.	 	Independent Advice





     The Employee hereby acknowledges that she has been given the opportunity to obtain and the
Corporation has advised her to obtain independent legal advice concerning the advisability of
entering into this Agreement prior to executing this Agreement.



     IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the ___
day of January, 2005.



	 	 	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED

	 	 	)	 	 	 	 	 	 	 
	IN THE PRESENCE OF:

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 	 	 	)	 	 	/s/ Cynthia Kuper	 	 
	 	 	 	 	 	 	 	 	 
	Witness	 	 	)	 	 	Cynthia Kuper	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 	 	 	)	 	 	MICROMEM TECHNOLOGIES INC.	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Per:
	 	/s/ Joseph Fuda	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	)	 	 	Name: Joseph Fuda	 	 
	 	 	 	)	 	 	Title: President & Chief Executive Officer	 	 






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SCHEDULE “A”




(Duties and Responsibilities of Cynthia Kuper)



(a) The Employee shall have the following duties and responsibilities in addition to those
assigned to her from time to time by the Corporation:




to serve as Chief Technology Officer of the Corporation;



to develop a rollout strategy for MRAM technology;



to source potential licensees and adopters of MRAM technology;



to assist and participate in technology related communications,
discussions and meetings on behalf of the Corporation with third parties;



to advise the Corporation’s Board of Directors and senior
management in connection with technology issues and matters and playing a key
role in the preparation of a patent strategy; and



to assist the Corporation in presentations to prospective
investors, licensees and co-development partners.


(b) The Employee may also provide additional services as requested by the Corporation from
time to time, and the Corporation may, from time to time, more particularly define those
services to be provided by the Employee; provide the additional services are incidental to
the services described in sub-section 1(a) above.



(c) The Employee shall report to the Chief Executive Officer of the Corporation from time to
time as to the progress of her employment hereunder and shall take input and instruction
from Chief Executive Officer of the Corporation. All final decisions with regard to actions
of the Corporation, even if they are in respect of opportunities secured and developed by
the Employee, shall be made by senior management of the Corporation.



(d) The Employee in exercising her powers and discharging her duties shall act honestly and
in good faith with a view to the best interests of the Corporation and exercise the care,
diligence and skill that a reasonably prudent person would exercise in comparable
circumstances.




 









 








SCHEDULE “B”




Excluded Inventions




     None.



 









 





SCHEDULE “C”




	 	 	 
	 

	 	






FORM 2A

PERSONAL INFORMATION FORM



Where an individual has submitted a Personal Information Form (“PIF”) to the TSX Venture
Exchange, a division of TSX Venture Exchange Inc. (referred to as the “Exchange”) within the last
12 months and the information has not changed, a Declaration Form may be completed in lieu of this
PIF. Otherwise, this PIF is to be completed by every individual who:





	 	(a)	 	is or becomes an officer, director or insider (as defined pursuant to securities
legislation) of an issuer listed on the Exchange (referred to as an “Issuer”);
	 
	 	(b)	 	is or will be a promoter or providing investor relations, promotion or market maintenance
services for the Issuer or to any of its securityholders;
	 
	 	(c)	 	beneficially owns or controls, directly or indirectly, securities representing more than 10
percent of the voting rights attached to all outstanding voting securities of the Issuer;
	 
	 	(d)	 	where a securityholder referred to in paragraph (c) is not an individual, any director,
officer or insider of that securityholder;
	 
	 	(e)	 	is an individual requested by the Exchange to complete a PIF; or
	 
	 	(f)	 	is an individual requested by a securities regulatory authority (referred to as an “SRA”),
as defined below, to complete a PIF.





General Instructions On How To Complete This PIF:




	 	 	 
	The Form

	 	The Exchange requires an originally completed PIF
and two photocopies of the original. No
facsimiles will be accepted. Each PIF must be
signed and initialled where necessary manually,
not mechanically or electronically. The SRA will
accept a copy of the PIF if an original was
submitted to the Exchange. Otherwise, the SRA
will require an originally completed PIF.
	 
	 	 
	 

	 	In all cases, the Consent for Disclosure of
Criminal Record Information, which is attached as
Exhibit 1, must be completed.
	 
	 	 
	Foreign Residents

	 	Persons submitting a PIF who reside outside of Canada may be
required to complete and submit additional forms and information. Please
contact the Exchange and the SRA for further information.






 









 






	 	 	 
	Disclosure

	 	Failure to fully disclose any information
required by this PIF or false or misleading
disclosures may result in the disqualification of
an individual from involvement with the Issuer
and/or other issuers.
	 
	 	 
	Processing Delays

	 	Failure to respond to all questions accurately and completely
may result in the return of the PIF, may delay the processing of the related
application of the Issuer and may result in the denial of the Issuer’s
application.
	 
	 	 
	All Questions

	 	All questions must have a response. The Exchange
and the SRA will not accept the response of “N/A”
or “Not Applicable” for any questions, except
Questions 1(B), 2B(iii) and 5.






 









 






	 	 	 
	Questions 6 to 9

	 	Please check (Ö) in the appropriate space
provided. If your answer to any of questions 6
to 9 is “YES”, you must, in an attachment,
provide complete details, including the
circumstances, relevant dates, names of the
parties involved and final disposition, if known.
Any attachment must be initialled by the Notary
Public and the person completing this PIF.
Responses must consider all time periods.






CAUTION





An individual who makes a false statement by statutory declaration commits an offence
under securities legislation and an indictable offence under the Criminal Code
(Canada). The indictable offence is punishable by imprisonment for a term not
exceeding fourteen years. Steps may be taken to verify the answers you have given in
this PIF, including verification of information relating to any previous criminal
record.


DEFINITIONS



Capitalized terms not defined herein are as defined in the TSX Venture Exchange Corporate
Finance Manual.




“Offence” An offence includes:




a summary conviction or indictable offence under the Criminal Code (Canada);



a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration
Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities
legislation of any jurisdiction; or



a misdemeanour or felony under the criminal legislation of the United States of America,
or any state or territory therein or an offence under the criminal legislation of any other
jurisdiction.




NOTE: If you have received a pardon under the Criminal Records Act (Canada) and
it has not been revoked, you must disclose the pardoned offence in this PIF. In such
circumstances:




	 	(a)	 	the appropriate written response would be “Yes, pardon granted on
(date),” and
	 
	 	(b)	 	you must provide complete details in an attachment to this PIF.





“Proceedings” means:




a civil or criminal proceeding or inquiry before a court,



a proceeding before an arbitrator or umpire or a person or group of persons authorized by law
to make an inquiry and take evidence under oath in the matter,



a proceeding before a tribunal in the exercise of a statutory power of decision making where
the tribunal is required by law to hold or afford the parties to the proceeding an opportunity
for a hearing before making a decision, or



a proceeding before a self-regulatory organization authorized by law to regulate the operations
and the standards of practice and business conduct of its members and their representatives,
in which the self-regulatory organization is required under its by-laws or rules to hold or
afford the parties the opportunity for a hearing before making a decision, but does not apply
to a proceeding in which one or more persons are required to make an investigation and to make
a report, with or without recommendations, if the report is for the information or advice of
the person to whom it is made and does not in any way bind or limit that person in any
decision the person may have the power to make;




 










 




“securities regulatory authority” (or “SRA”) means a body created by statute in any jurisdiction to
administer securities law, regulation and policy (e.g. securities commission), but does not include
an exchange or other self regulatory organization;



“self regulatory organization” means (a) a stock, commodities, futures or options exchange; (b) an
association of investment, securities, mutual fund, commodities, or future dealers; (c) an
association of investment counsel or portfolio managers; (d) an association of other professionals
(e.g. legal, accounting, engineering); and (e) any other group, institution or self-regulatory
entity, recognized by a securities regulatory authority, that is responsible for the enforcement of
rules, disciplines or codes under any applicable legislation, or considered a self regulatory
organization in another country.




	 	 	 
	 

	 	







1. A. IDENTIFICATION OF INDIVIDUAL COMPLETING FORM




	 	 	 	 	 	 	 	 	 
	LAST NAME(S)	 	FIRST NAME(S)	 	 	MIDDLE NAME(S) (If none, please state)	 
	NAME(S) MOST COMMONLY KNOWN BY:
	 
	 	 	 	 	 	 	 	 
	NAME OF ISSUER (State the name of the Issuer that is listed or that has applied to list on the Exchange)







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRESENT or PROPOSED	 	 	 	 	 	 	 	 	 	 
	POSITION(S) WITH THE ISSUER –	 	 	 	 	 	IF DIRECTOR / OFFICER	 	 	 	 
	check (Ö) all positions below that are	 	 	 	 	 	DISCLOSE THE DATE	 	 	IF OFFICER – PROVIDE TITLE	 
	applicable.	 	 	 	 	 	ELECTED / APPOINTED	 	 	IF OTHER – PROVIDE DETAILS	 
	 	 	(Ö)	 	 	Month	 	 	Day	 	 	Year	 	 	 	 	 
	Director
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Officer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Insider
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	B.	 	Other than the name given in Question 1A above,provide any legal names,	 	 	 	 	 	 	 	 
	 	 	assumed names or nicknames under which you have carried on business or	 	 	 	 	 	 	 	 
	 	 	have otherwise been known, including information regarding any name	 	 	 	 	 	 	 	 
	 	 	change(s) resulting from marriage, divorce, court order or any other process.	 	 	 	 	 	 	 	 
	 	 	Use an attachment if necessary.	 	 	FROM	 	 	 	TO
	 	 	 	 	 	MM	 	YY	 	 	 	MM	 	 	YY






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C.GENDER	 	DATE OF BIRTH	 	 	PLACE OF BIRTH	 
	 	 	Month	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(e.g. May)	 	 	Day	 	 	Year	 	 	City	 	 	Province/State	 	 	Country	 
	Male
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Female
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	D. MARITAL STATUS	 	FULL NAME OF SPOUSE - include common-law	 	OCCUPATION OF SPOUSE	 	 
	 
	 	 	 	 	 	 
	E. TELEPHONE AND FACSIMILE NUMBERS AND E-MAIL ADDRESS
	RESIDENTIAL

	 	(           )
	 	FACSIMILE
	 	(           )
	BUSINESS

	 	(           )
	 	E-MAIL	 	 







	F.	 	RESIDENTIAL HISTORY — Provide all residential addresses for the past 10 YEARS starting with your
current principal residential address. If you are unable to correctly identify the complete
residential address for a period, which is beyond five years from the date of completion of this PIF,
the municipality and province or state and country must be identified. The Exchange reserves the
right to require the full address.





	 	 	 	 	 	 	 
	STREET ADDRESS, CITY, PROVINCE/STATE, COUNTRY & POSTAL/ZIP CODE	 	FROM	 	 	 	TO
	 	 	MM	 	YY	 	 	 	MM	 	 	YY





CITIZENSHIP




	 	 	 	 	 	 	 	 	 
	A. CANADIAN CITIZENSHIP	 	YES	 	 	NO	 
	(i) Are you a Canadian Citizen?
	 	 	 	 
	 
	(ii) Are you a person lawfully in Canada as an immigrant but are not yet a Canadian citizen?
	 	 	 	 
	 
	(iii) If “Yes” to Question 2A(ii), the number of years of continuous residence in Canada:
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	B. OTHER CITIZENSHIP	 	YES	 	 	NO	 
	(i) Do you hold citizenship in any country other than Canada?
	 	 	 	 	 	 	 	 
	 
	(ii) If “Yes” to Question 2B(i), the name of the country(s):
	 	 	 	 	 	 	 	 
	Please provide U.S. Social Security number, where you have such a number
	 	 	 	 	 	 	 	 







2









 







	 	 	EMPLOYMENT HISTORY






Provide your employment history for the 10 YEARS immediately prior to the date of
this PIF starting with your current employment. Use an attachment if necessary.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EMPLOYER NAME	 	EMPLOYER ADDRESS	 	 	POSITION HELD	 	 	FROM	 	TO	 
	 	 	 	 	 	 	 	 	 	 	MM	 	 	YY	 	MM	 	YY	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	4.	 	POSITIONS WITH OTHER ISSUERS





	 	 	 	 	 
	 	 	 	 	YES	NO
	A.

	 	While you were a director, officer or insider of an issuer, did any exchange or
self-regulatory organization ever refuse approval for listing or quotation of that issuer
(including a listing resulting from a Qualifying Transaction, Reverse Take Over,
Backdoor Listing or change of business)? If yes, attach full particulars.	 	 
	 
	 	 	 	 
	B.

	 	Has your employment in a sales, investment or advisory capacity with
any firm or company engaged in the sale of real estate, insurance or
mutual funds ever been terminated for cause?	 	 
	 
	 	 	 	 
	C.

	 	Has a firm or company registered under the securities laws of any
jurisdiction as a securities dealer, broker, investment advisor or
underwriter, suspended or terminated your employment for cause?	 	 
	 
	 	 	 	 
	D.

	 	Are you or have you during the last 10 years ever been a director,
officer, promoter, insider or control person for any reporting issuer?	 	 







	E.	 	If “YES” to 4D above, provide the names of each reporting issuer. State the
position(s) held and the period(s) during which you held the position(s). Use
an attachment if necessary.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NAME OF	 	 	 	 	 	MARKET	 	 	FROM	 	TO	 	 	 	 
	REPORTING ISSUER	 	POSITION(S) HELD	 	 	TRADED ON	 	 	MM	 	 	YY	 	 	MM	 	 	YY	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	5.	 	EDUCATIONAL HISTORY






	A.	 	PROFESSIONAL DESIGNATION(S) — Provide any professional designation held and
professional associations to which you belong. For example, Barrister & Solicitor, C.A.,
C.M.A., C.G.A., P.Eng., P.Geol., and CFA, etc. and indicate which organization and the
date the designations were granted.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROFESSIONAL DESIGNATION	 	GRANTOR OF DESIGNATION	 	 	DATE GRANTED	 	 	ACTIVE?	 
	And MEMBERSHIP NUMBER	 	And JURISDICTION	 	 	MM	 	 	DD	 	 	YY	 	 	YES	 	 	NO	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





	B.	 	Provide your post-secondary educational history starting with the most recent.





	 	 	 	 	 	 	 	 	 	 	 
	SCHOOL	 	LOCATION	 	DEGREE OR DIPLOMA	 	DATE OBTAINED
	 	 	 	 	 	 	MM	 	DD	 	YY
	 
	 	 	 	 	 	 	 	 	 	 





OFFENCES - If you answer “YES” to any item in Question 6, you must provide complete details in an attachment.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	YES	 	NO
	A.	 	Have you ever pled guilty to or been found guilty of an offence?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.	 	Are you the subject of any current charge, indictment or proceeding for an offence?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	C.	 	To the best of your knowledge, are you or have you everbeen a director, officer, promoter, insider, or control person of an issuer, in any jurisdiction, at the time of events,	 	 	 	 
	 	 	 	 	 	 	 
	 	 	where the issuer:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	has ever pled guilty to or been found guilty of an offence?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	is the subject of any current charge, indictment or proceeding for an offence?	 	 	 	 






BANKRUPTCY —  If you answer “YES” to any item in Question 7, you must provide
complete details in an attachment and attach a copy of any discharge, release or other
applicable document.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	YES	 	NO
	A.	 	Have you, in any jurisdiction, within the past 10 years had a
petition in bankruptcy issued against you, made a voluntary assignment in
bankruptcy, made a proposal under any bankruptcy or insolvency legislation,
been subject to any proceeding, arrangement or compromise with creditors,
or had a receiver, receiver-manager or trustee appointed to manage your assets?	 	 
	 
	 	 	 	 	 	 	 	 
	B.	 	Are you now an undischarged bankrupt?	 	 
	 
	 	 	 	 	 	 	 	 
	C.	 	To the best of your knowledge, are you or have you ever been a director,
officer, promoter, insider, or control person of an issuer, in any jurisdiction, at
the time of events, or for a period of 12 months preceding the time of events, where
the issuer:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	has made a petition in bankruptcy, a voluntary assignment in bankruptcy, a
proposal under any bankruptcy or insolvency legislation, been subject to any
proceeding, arrangement or compromise with creditors or had a receiver,
receiver-manager or trustee appointed to manage the issuer’s assets?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	is now an undischarged bankrupt?	 	 	 	 






 









 






	8.	 	PROCEEDINGS - If you answer “YES” to any item in Question 8, you must provide
complete details in an attachment.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	YES	 	NO
	A.	 	CURRENT PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY
ORGANIZATION. Are you now, in any jurisdiction, the subject of:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	a notice of hearing or similar notice issued by an SRA?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	a proceeding or to your knowledge, under investigation, by an exchange
or other self regulatory organization?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(iii)
	 	settlement discussions or negotiations for settlement of any nature or
kind whatsoever with an SRA or any self regulatory organization?	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	YES	 	NO
	B.	 	PRIOR PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY
ORGANIZATION. Have you ever:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(i)
	 	been reprimanded, suspended, fined, been the subject of an administrative
penalty, or otherwise been the subject of any disciplinary proceedings of any kind
whatsoever, in any jurisdiction, by an SRA or self regulatory organization?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	had a registration or licence for the trading of securities, exchange or
commodity futures contracts, real estate, insurance or mutual fund products
cancelled, refused, restricted or suspended?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(iii)
	 	been prohibited or disqualified under securities, corporate or any other
legislation from acting as a director or officer of a reporting issuer?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(iv)
	 	had a cease trading or similar order issued against your or an order issued
against you that denied you the right to use any statutory prospectus or registration
exemption?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(v)
	 	had any other proceeding of any nature or kind taken against you?	 	 	 	 






	 	 	 	 	 	 	 
	C.	 	SETTLEMENT AGREEMENT(S)	 	 
	 	 	Have you ever entered into a settlement agreement with a SRA, self regulatory organization, attorney general or comparable official or body, in any jurisdiction, in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary
duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct, or any other settlement agreement with respect to any other violation of securities legislation or	 	 






	 	 	 	 	 	 	 	 	 
	D.	 	To the best of your knowledge, are you now or have you ever been a director, officer,
promoter, insider, or control person of an
issuer at the time of such event, in any
jurisdiction, for which a securities regulatory
authority or self regulatory organization has:	 	 	 	 
	 

	 	(i)
	 	refused, restricted, suspended or cancelled the registration or licensing of an issuer
to tradesecurities, exchange or commodity futures contracts, or to sell or trade real
estate, insurance or mutual fund products?	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	(ii)
	 	issued a cease trade or similar order or imposed an administrative penalty of any nature or kind
whatsoever against the issuer, other than an order for failure to file financial statements that was
revoked within 30 days of its issuance?	 	 
	 
	 	 	 	 	 	 
	 

	 	(iii)
	 	refused a receipt for a prospectus or other offering document, denied any application for
listing or quotation or any other similar application, or issued an order that denied the issuer the
right to use any statutory prospectus or registration exemptions?	 	 
	 
	 	 	 	 	 	 
	 

	 	(iv)
	 	issued a notice of hearing, notice as to a proceeding or similar notice against the issuer?	 	 
	 
	 	 	 	 	 	 
	 

	 	(v)
	 	taken any other proceeding of any nature or kind against the issuer, including a trading halt,
suspension or delisting of the issuer (other than in the normal course for proper dissemination of
information, pursuant to a Reverse Take-Over, Backdoor Listing or similar transaction)?	 	 
	 
	 	 	 	 	 	 
	 

	 	(vi)
	 	entered into a settlement agreement with the issuer in a matter that involved actual or alleged
fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty,
insider trading, unregistered trading in securities or exchange or commodity futures contracts,
illegal distributions, failure to disclose material facts or changes or similar conduct by the
issuer, or involved in any other violation of securities legislation or a self regulatory
organization’s rules?	 	 






9. CIVIL PROCEEDINGS - If you answer “YES” to any item in Question 9, you must
provide complete details in an attachment.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	YES	 	NO
	A.     JUDGMENT,
GARNISHMENT AND INJUNCTIONS Has a court in any jurisdiction:
	 	 	 	 
	 

	 	(i)
	 	rendered a judgment, ordered garnishment or issued an
injunction or similar ban (whether by consent or otherwise)
against you in a claim based in whole or in part on fraud, theft,
deceit, misrepresentation, conspiracy, breach of trust, breach of
fiduciary duty, insider trading, unregistered trading, illegal
distributions, failure to disclose material facts or changes or
allegations of similar conduct?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	rendered a judgment, ordered garnishment or issued an
injunction or similar ban (whether by consent or otherwise)
against an issuer, for which you are currently or have ever been
a director, officer, promoter, insider or control person, in a
claim based in whole or in part on fraud, theft, deceit,
misrepresentation, conspiracy, breach of trust, breach of
fiduciary duty, insider trading, unregistered trading, illegal
distributions, failure to disclose material facts or changes or
allegations of similar conduct?	 	 	 	 
	B.     CURRENT CLAIMS
	 	 	 	 
	 

	 	(i)
	 	Are you now subject, in
any jurisdiction, of a claim
that is based in whole or in
part on actual or alleged
fraud, theft, deceit,
misrepresentation,
conspiracy, breach of trust,
breach of fiduciary duty,
insider trading, unregistered
trading, illegal
distributions, failure to
disclose material facts or
changes or allegations of
similar conduct?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(ii)
	 	To the best of your
knowledge, are you currently
or have you ever been a
director, officer, promoter,
insider or control person of
an issuer now subject, in any
jurisdiction, of a claim that
is based in whole or in part
on actual or alleged fraud,
theft, deceit,
misrepresentation,
conspiracy, breach of trust,
breach of fiduciary duty,
insider trading, unregistered
trading, illegal
distributions, failure to
disclose material facts or
changes or allegations of
similar conduct?	 	 	 	 





 









 




	 	 	 	 	 
	C.     SETTLEMENT AGREEMENT

	 

	 	(i)
	 	Have you ever entered into a
settlement agreement, in any
jurisdiction, in a civil action
that involved actual or alleged
fraud, theft, deceit,
misrepresentation, conspiracy,
breach of trust, breach of
fiduciary duty, insider trading,
unregistered trading, illegal
distributions, failure to disclose
material facts or changes or
allegations of similar conduct?
	 
	 	 	 	 
	 

	 	(ii)
	 	To the best of your knowledge,
are you currently or have you ever
been a director, officer, promoter,
insider or control person of an issuer that has entered into a
settlement agreement, in any
jurisdiction, in a civil action
that involved actual or alleged
fraud, theft, deceit,
misrepresentation, conspiracy,
breach of trust, breach of
fiduciary duty, insider trading,
unregistered trading, illegal
distributions, failure to disclose
material facts or changes or
allegations of similar conduct?






STATUTORY DECLARATION




I,                                         hereby solemnly declare that:

(Please Print — Name of Individual)



I have read and understood the questions, cautions, acknowledgement and consent in
this PIF, and the answers I have given to the questions in this PIF and in any
attachments to it are true and correct, except where stated to be to the best of my
knowledge, in which case I believe the answers to be true;



I have read and understand the Personal Information Collection Policy of the Exchange
attached hereto as Exhibit 2 as well as the SRA’s Notice of Collection, Use and
Disclosure of Personal Information by Securities Regulatory Authorities attached hereto
as Exhibit 3 (collectively, the “PIF Collection Policy”).



I consent to the collection, use and disclosure of the information in this PIF and any
further personal information collected, used and disclosed as set out in the PIF
Collection Policy;



I hereby agree to (i) submit to the jurisdiction of the Exchange and to Market
Regulation Services Inc. and any successor or assignee of either of them, and wherever
applicable, the directors and committees thereof, and (ii) be bound by and comply with
all applicable rules, policies, rulings and regulations of the Exchange (collectively,
the “Exchange Requirements”);



I agree that any acceptance, approval or other right granted by the Exchange may be
revoked, terminated or suspended at any time in accordance with the then applicable
Exchange Requirements. In the event of any revocation, termination or suspension, I
agree to immediately terminate my association or involvement with any issuer to the
extent required by the Exchange. I agree not to resume my association or involvement,
except with the prior written approval of the Exchange;



This declaration and the rights and powers of the Exchange pursuant to the Exchange
Requirements shall be governed by the laws of the Province of Alberta and the laws of
Canada applicable therein, without regard to conflict of law principles;



I acknowledge and agree that this declaration may be assigned or transferred by the
Exchange to any person without providing me with notice or obtaining my consent and that
this declaration shall thereafter continue to be binding on me and may be enforced




 









 







against me by any such assignee or transferee. I understand that I am prohibited from
transferring or assigning this declaration or any acceptance, approval or other right
granted by the Exchange;



I understand that where I am providing this form to a SRA, I am under the jurisdiction
of the SRA to which I submit this form, and it is a breach of securities legislation to
provide false or misleading information to the SRA;



I make this solemn declaration conscientiously believing it to be true and knowing it is
of the same legal force and effect as if made under oath and under the Canada Evidence
Act.



	 	 	 
	 

	 	 
	 

Signature of Person Completing this Form

	 	 





DECLARED before                                                              in the Province (or State) of




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	thi
	 	 	 	day
	 	 	 	 	.	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 
	(Province or State)

	 	 	 	(Day)
	 	 	 	(Month)
	 	 	 	 	 	(Year)	 	 






	 	 	 	 	 
	 

	 	 	 	 
	Signature of Notary Public

	 	 	 	          Seal or Stamp of Notary Public






	 	 	 	 	 
	 

	 	 	 	 
	My Appointment
	 	 	 	 
	Expires:
	 	 	 	 
	 

	 	 	 	 






 




*Note:



THIS PIF MUST BE DECLARED BEFORE A PERSON WHO IS A NOTARY PUBLIC IN AND FOR THE
JURISDICTION IN WHICH IT IS DECLARED UNLESS THAT JURISDICTION DOES NOT HAVE NOTARIES, IN WHICH
CASE THIS PIF MUST BE DECLARED BEFORE A LAWYER IN THAT JURISDICTION, OR OTHER PERSON THAT
SATISFIES THE REQUIREMENTS SET OUT IN THE CANADA EVIDENCE ACT.




 









 








EXHIBIT 1: CONSENT FOR DISCLOSURE OF CRIMINAL RECORD INFORMATION



 



PURPOSE: Criminal records are scrutinized by market regulators when conducting background
checks, verifying the information the Subject has provided, conducting investigations and
enforcement proceedings, and performing other investigations as required to ensure compliance with
the various regulations, statutes, rules, by-laws and policies governing the conduct and integrity
of the capital markets and trading activity taking place therein.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Surname	 	 	Given Name	 	 	Middle Name(s)	 	 	Date of Birth
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 	 	yyyy
	 	 	Mm
	 	 	Dd	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Maiden Name or Other Names used (if applicable)(all legal names in lifetime)	 	 	 	 	Gender	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 	 	Male	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 	 	Female	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mailing Address (number, street, apt, lot, concession, township, rural route #, city, postal code)	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Driver’s License Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Occupation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




CONSENT This consent is given pursuant to all applicable information and privacy statutes.

As evidenced by my signature below, I, the undersigned, hereby acknowledge and provide my express
consent to the disclosure by the Ontario Provincial Police (OPP) of records of criminal code
convictions for which a pardon has not been granted, records of discharges which have not been
removed from the CPIC system in accordance with the Criminal Records Act, and records of
outstanding charges which the OPP is aware, to the entities listed below (referred to as “the
market regulators”) and to the collection, use, disclosure and retention of the OPP-provided
information by any one of those market regulators to the other market regulators listed, for the
purposes and in the manner set out in this form. This consent relates to Market Regulation
Services Inc.; the entities which have retained Market Regulation Services Inc. as their regulation
services provider and their authorized personnel; self-regulatory organizations; securities
commissions; governmental agencies undertaking criminal or investigative functions; organizations
in which any of these are members, affiliates, participants or have a similar capacity; entities
which have entered into an agreement with Market Regulation Services Inc. related to the
co-ordination or monitoring and enforcement of rules governing the trading of securities on a
marketplace in Canada or a market in any other jurisdiction and each of the subsidiaries,
affiliates, regulators and authorized agents of any person or entity described herein.



The information will be retained by the market regulators in their databases in a secure
environment and is updated from time to time. The market regulators collect, use, disclose and
retain the OPP-provided information and allow its use by other market regulators only for purposes
set out above or as required by law. Employees of the market regulators who have access to your
information are made aware of how to keep it confidential.




FINGERPRINT VERIFICATION



If I deny a criminal record, I may present myself to the appropriate police agency in my
jurisdiction for fingerprint verification, as the person with a record will have had fingerprints
taken. No other defence is accorded me.




RELEASE



I hereby release and forever discharge Her Majesty the Queen in right of Ontario, the Commissioner
of the Ontario Provincial Police and Market Regulation Services Inc. and any or all of their
respective members, directors, officers, employees, servants, and agents, including their
successors and assigns, from any and all actions, claims and demands for damages, loss or injury
howsoever arising which may hereafter be sustained by myself as a result of the disclosure of
information by the OPP to Market Regulation Services Inc. or the disclosure by Market Regulation
Services Inc. to a market regulator as defined.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 
	          Subject Signature:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	INFORMATION CONTACT FOR QUESTIONS PERTAINING TO THE COMPLETION OF EXHIBIT 1:
	Name: James Manderville

	 	 	 	PHONE#: 416-646-7233	 	 
	Organization: Market Regulation Services Inc.

	 	 	 	FAX#: 416-646-7259	 	 






 









 






EXHIBIT 2: PIF PERSONAL INFORMATION COLLECTION POLICY



 




Collection, Use and Disclosure



TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions,
including the TSX Venture Exchange (collectively referred to as “TSX”) collect the information
(which may include personal, confidential, non-public, criminal or other information) in the
Personal Information Form and in other forms that are submitted by you and/or by the Issuer or an
entity applying to be an Issuer and use it for the following purposes (the “object of the file”):




	 	 	 	 	 
	 

	 	to
to
	 	conduct background checks,

verify the information that has been provided about you,
	 

	 	to
	 	consider your suitability to act as an officer, director, insider, promoter, investor
relations provider or, as applicable, an employee or consultant, of an entity applying to
be an Issuer or an Issuer,
	 

	 	to
	 	consider the eligibility of an applicant to be an Issuer,
	 

	 	to
	 	detect and prevent fraud,
	 

	 	to
	 	conduct enforcement proceedings, and
	 

	 	to
	 	perform other investigations as required by and to ensure compliance with the Exchange
Requirements, securities legislation and other legal and regulatory requirements governing
the conduct and protection of the public markets in Canada.





As part of this process, TSX also collects additional information about you from other sources,
including but not limited to, securities regulatory authorities in Canada or elsewhere,
investigative, law enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the
purposes set out above can be accomplished.



The information TSX collects about you may also be disclosed to these agencies and organizations or
as otherwise permitted or required by law, and they may use it in their own investigations for the
purposes described above.



TSX may from time to time use third parties to process information and/or provide other
administrative services. In this regard, we may share the information with our carefully selected
service providers.



If you fail to accurately complete the PIF or to consent to this PIF Collection Policy, we may (i)
refuse to allow you to act as an officer, director, insider, promoter, investor relations provider
or, as applicable, an employee or consultant of an Issuer, (ii) refuse to allow an applicant to be
listed as an Issuer, and/or (iii) refuse to accept a transaction proposed by an Issuer.




Security



The personal information that is retained by TSX is kept in a secure environment and is
updated from time to time. Only those employees of TSX who require access to your information in
order to accomplish the purposes identified above, will be given access to your file. Employees of
TSX who have access to your information are made aware of how to keep it confidential.




 









 








Accuracy



Information about you maintained by TSX that is identified by you as inaccurate or obsolete will be
replaced or removed, as applicable.




Questions



If you wish to consult your file or make corrections to it or if you have any questions or
enquiries with respect to the privacy principles outlined above or about our practices, please send
a written request to: Chief Privacy Officer, TSX Group, The Exchange Tower, 130 King Street West,
Toronto, Canada, M5X 1J2.




 









 








EXHIBIT 3: Notice of Collection, Use and Disclosure of



Personal Information by Securities Regulatory Authorities



 



The Alberta and British Columbia Securities Commissions (the “Commissions”) collect the
personal information in the Personal Information Form and use it in the administration and
enforcement of the securities legislation in Alberta and British Columbia governing the conduct and
protection of the public markets in Canada (the “provincial securities legislation”). The
Commissions do not make any of the information provided in the PIF public under provincial
securities legislation.



By submitting this information you consent to the collection by the Commissions of the personal
information provided in the PIF, and any other records and information about you from any other
source, including, but not limited to, police records, information from other government or
non-governmental regulatory authorities, self-regulatory organizations, exchanges, quotation and
trade reporting systems, law enforcement agencies, private bodies, agencies, individuals,
corporations, and other organizations in any jurisdictions, credit records and employment records
as may be necessary for the Commissions to carry out their duties and exercise their powers under
provincial securities legislation.



You understand that in carrying out those duties and exercising those powers, the Commissions will
use the information in the PIF, and any other information about you from any other source,
including those listed above, to conduct background checks, verify the information you have
provided, perform investigations and conduct enforcement proceedings as required by and to ensure
compliance with provincial securities legislation.



You also understand that the information the Commissions collect about you may also be
disclosed to the sources listed above, as permitted by law, and those entities may use it in their
own investigations for the purposes described above. The Commissions may also use a third party to
process information, but when this happens, the third party will be carefully selected and
obligated to comply with the limited use restrictions described above and with provincial and
federal privacy legislation.



Warning: It is an offence to submit information that, in a material respect and at the time and in
the light of the circumstances in which it is submitted, is misleading or untrue.




Questions



If you have any questions about the collection, use, and disclosure of the information you provide
to the Commissions, you may contact the Commissions in the jurisdiction in which the required
information is filed, at the address or telephone number listed below.




Information Officer

British Columbia Securities Commission

Telephone: (604) 899-6854

E-mail: inquiries@bcsc.bc.ca




Information Officer

Alberta Securities Commission

Telephone: (403) 297-6454

E-mail: inquiries@seccom.ab.ca




 









 





SCHEDULE “D”




Option Agreement





 









 








MICROMEM TECHNOLOGIES INC.



2001 STOCK OPTION PLAN



OPTION AGREEMENT




     MICROMEM TECHNOLOGIES INC. (the “Corporation”), hereby grants to CYNTHIA KUPER (the
“Optionee”), an option (the “Option”) to purchase, in accordance with and subject to the terms,
conditions and restrictions of this Agreement together with the provisions of the 2001 Stock Option
Plan (the “Plan”) of the Corporation, 300,000 common shares of the Corporation (the “Common
Shares”) at the price of (US)$0.80 per share.




	1.	 	The terms and conditions of the Plan are hereby incorporated by reference as terms and
conditions of this Agreement and all capitalized terms used herein shall, unless expressly
defined in a different manner, have the meanings ascribed thereto in the Plan.






	2.	 	In no event shall the Option granted hereunder be exercisable after the relevant expiry time
(“Expiry Time”) which shall be 11:59:59 P.M. on the forty-fifth (45th) day, or with
the consent of the Corporation’s board of directors (expressed by resolution of the directors)
on the ninetieth (90th) day, after January 9, 2007 or earlier as defined in the
Plan. The Option shall terminate on the Expiry Time and thereafter the Optionee shall have no
right or entitlement to purchase shares of the Corporation hereunder.
	 
	3.	 	The Option granted hereunder shall vest and it shall only be exercisable as follows:






	 	i.	 	the Option may be exercised as to the right to purchase 300,000 Common Shares,
upon the later of the execution of this agreement and the receipt of the approvals of
the Corporation’s directors’ and those required by the appropriate regulatory
authorities;






	4.	 	No fractional Common Shares shall be issued on the exercise of the Option granted hereunder.
If, as a result of any adjustment to the number of Common Shares issuable on the exercise of
the Option granted hereunder pursuant to the Plan, the Optionee would be entitled to receive a
fractional Common Share, the Optionee shall have the right to acquire only the adjusted number
of full Common Shares and no payment or other adjustment will be made with respect to the
fractional Common Shares so disregarded.






	5.	 	Each notice relating to the Option, including the exercise thereof, shall be in writing. All
notices to the Corporation shall be delivered personally or by prepaid registered mail and
shall be addressed to the President, Micromem Technologies Inc., 777 Bay Street, Suite 1910,
Toronto, Ontario, M5G-2E4. All notices to the Optionee shall be addressed to the principal
address of the Optionee on file with the Corporation. Either the Corporation or the Optionee
may designate a different address by written notice to the other. Such notices shall be
deemed to be received, if delivered personally, on the date of delivery, and if sent by
prepaid, registered mail, on the fifth business day following the date of mailing. Any notice
given by either the Optionee or the Corporation shall not be binding on the recipient thereof
until received.




 









 












	6.	 	When the issuance of Common Shares on the exercise of the Option may, in the opinion of the
Corporation, conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Corporation reserves the right to refuse to issue
such Common Shares for so long as such conflict or inconsistency remains outstanding.






	7.	 	Subject to sections 5, 6 and 10 of the Plan, the Option granted pursuant to this Agreement
may only be exercised during the existence of the Optionee by the Optionee and no assignment
or transfer of the Option whether voluntary, involuntary, by operation of law or otherwise,
shall vest any interest or right in such Option whatsoever in any assignee or transferee, and
immediately upon any assignment or transfer or any attempt to make the same, the Option
granted hereunder shall terminate and be of no further force or effect.
	 
	8.	 	The Optionee hereby agrees that:






	 	(a)	 	any rule, regulation or determination, including the interpretation by the
board of the directors of the Corporation of the Plan, the Option granted hereunder and
the exercise thereof, shall be final and conclusive for all purposes and binding on all
persons including the Corporation and the Optionee; and
	 
	 	(b)	 	the grant of the Option shall not affect in any way the right of the
corporation or any affiliated company to terminate the employment of the Optionee.






	9.	 	The Optionee further agrees and covenants that:






	 	(a)	 	in exercising the Option, the Optionee shall be purchasing the Common Shares
resulting from such exercise as principal for the Optionee’s own account, and not for
the benefit of any other person; and
	 
	 	(b)	 	following any exercise of the Option, the Optionee shall comply with any
applicable securities legislation, order or policy statements concerning the sale of
the Common Shares resulting from the exercise of the Option and, in particular, the
Optionee shall not offer, resell or otherwise transfer such Common Shares in Canada,
the United States or elsewhere except in compliance with applicable securities laws and
the requirements of any stock exchange on which the Corporation’s Common Shares may
become listed from time to time and the certificates for the said Common Shares shall
bear the following legend:
	 
	 	 	 	“The securities represented hereby have not been registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and may be offered,
sold or otherwise transferred only (a) to the company, (b) outside the United States
in accordance with Rule 904 of Regulation S under the U.S. Securities Act, (c)
pursuant to an exemption from registration under the U.S. Securities Act provided by
Rule 144A thereunder, if applicable, and in compliance with any applicable state
laws, or (d) with the






2









 







prior written consent of the company, pursuant to another exemption from
registration under the U.S. Securities Act and any applicable state securities laws.
Delivery of this certificate may not constitute good delivery in settlement of
transactions or stock exchanges in Canada or the United States.”




	10.	 	This Agreement has been made in and shall be construed under and in accordance with the laws
of the province of Ontario and the laws of Canada applicable therein.





MICROMEM TECHNOLOGIES INC.




 




Per:                                                                                

Name:

Title:




     I have read the foregoing Agreement and hereby accept the Option to purchase Common Shares in
accordance with and subject to the terms and conditions of such Agreement and the Plan. I
understand that I may review the complete text of the Plan by contacting the Chairman of the
Corporation. I agree to be bound by the terms and conditions of the Plan governing the award made
hereby and by actions of the board of directors of the Corporation in respect thereof.



	 	 	 	 	 
	 

	 	 	 	 
	Date Accepted

	 	Cynthia Kuper
	 	 





3









 






APPENDIX “A”




MICROMEM TECHNOLOGIES INC.




STOCK OPTION PLAN




EXERCISE NOTICE FORM — OPTIONS



Cynthia Kuper hereby exercises the option to purchase                                          Common Shares of Micromem
Technologies Inc. (the “Corporation”) at a purchase price of (US)$0.80 per Common Share. This
Exercise Notice is delivered in respect of the Option to purchase                      Common Shares of the
Corporation that was granted to me on                                                              pursuant to the Option Agreement entered into between the
Corporation and me. In connection with the foregoing, I enclose cash, a certified cheque, bank
draft or money order payable to the Corporation in the amount of $                                        
in full payment for the Common Shares to be received upon exercise of the Option.




	 	 	 	 	 
	 

	 	 	 	 
	Date

	 	CYNTHIA KUPER